Common use of Work for Hire Clause in Contracts

Work for Hire. Notwithstanding any other provisions of this Agreement to the contrary, the Employee further agrees and acknowledges that all original works of authorship, or contributions to such works, that are made by Employee, in whole or in part, either alone or with others, within the scope of and during Employee’s employment with the Company both before and during the Term of Employment, whether inside or outside the Company’s usual business hours, constitute “works made for hire,” or contributions to such “works made for hire,” for all purposes hereunder, and for purposes of interpreting this Agreement under any and all provisions of the Copyright Act of 1976, 17 U.S.C. §§ 101 et. seq. To this effect, the Employee hereby agrees and acknowledges that for all purposes hereunder (including without limitation, the Employee’s creation of any and all Intellectual Property outside of the Company’s usual business hours), the exclusive copyright, right, title, and interest in and to any and all Intellectual Property created by the Employee within the scope of and during the Term of Employment, including but not limited to Intellectual Property created through the use of Company’s Confidential Information, shall vest in the Company, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. However, should any of the Intellectual Property created by the Employee during the term of Employee’s employment by the Company or during the term of Employee holding an ownership interest in the Company or its Affiliates not be found by a court of competent jurisdiction to be a “work made for hire” under the Copyright Act, the Employee, in consideration of Employee’s continued employment by the Company under this Agreement and Employee’s continued right to receive the benefits of ownership of the Company or its Affiliates, and of other good or valuable consideration, the receipt and adequacy of all of which the Employee hereby acknowledges on behalf of himself or herself, Employee’s assigns, executors, administrators, and legal representatives, hereby sells, assigns, transfers, and sets over unto the Company any copyright, right, title, and interest to any and all such Intellectual Property, regardless of such Intellectual Property’s legal status, including, without limitation, all source and object codes to such Intellectual Property, together with any and all enhancements, modifications, or derivative works based thereon. Nothing in this Section 12 shall confer upon the Employee (or constitute the Company’s admission that the Employee held or holds) any copyright, right, title, or interest, in any Intellectual Property to which the Company is solely entitled to hold copyright under this Section 12(b). The Company shall be entitled to obtain and hold in its own name all registrations of copyrights, trade secrets, trademarks and other proprietary or intellectual property rights with respect thereto. The Parties agree that the Company shall retain the original copies of all Intellectual Work Product pursuant to this Agreement, and all rights thereto.

Work for Hire. Notwithstanding Any work specifically created for the University under this Agreement by the Contractor or anyone working on behalf of the Contractor (the term Contractor shall encompass both) shall be considered a “work for hire.” All designs, prints, paintings, artwork, sketches, etchings, drawings, writings, photographs, or any other provisions work or material or property produced, developed or fabricated and any other property created hereunder, including all material incorporated therein and all preliminary or other copies thereof (the "Materials") shall become and remain the property of this Agreement to the contraryUniversity, and, unless otherwise specifically set forth herein, shall be considered specially ordered for the Employee further agrees and acknowledges that all original works of authorship, or contributions to such works, that are made by Employee, in whole or in part, either alone or with others, within the scope of and during Employee’s employment with the Company both before and during the Term of Employment, whether inside or outside the Company’s usual business hours, constitute “works University as a "work made for hire,” or contributions " or, if for any reason held not to such “works made be a "work for hire,” for the Contractor who created, produced, developed or fabricated the Materials hereunder assigns all purposes hereunder, and for purposes of interpreting this Agreement under any and all provisions of the Copyright Act of 1976, 17 U.S.C. §§ 101 et. seq. To this effect, the Employee hereby agrees and acknowledges that for all purposes hereunder (including without limitation, the Employee’s creation of any and all Intellectual Property outside of the Company’s usual business hours), the exclusive copyright, his/her right, title, title and interest in the Materials to the University. The University shall own all right, title and to any and all Intellectual Property created by the Employee within the scope of and during the Term of Employment, including but not limited to Intellectual Property created through the use of Company’s Confidential Information, shall vest in the Company, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. However, should any of the Intellectual Property created by the Employee during the term of Employee’s employment by the Company or during the term of Employee holding an ownership interest in the Company Materials. The Contractor agrees upon request to execute any documents necessary to perfect the transfer of such title to the University. The Materials shall be to the University’s satisfaction and are subject to the University’s approval. The Contractor bears all risk of loss or its Affiliates not be found by a court of competent jurisdiction damage to be a “work made for hire” under the Copyright Act, Materials until the Employee, in consideration of Employee’s continued employment by the Company under this Agreement and Employee’s continued right to receive the benefits of ownership University has accepted delivery of the Company or its Affiliates, and of other good or valuable consideration, the receipt and adequacy of all of which the Employee hereby acknowledges on behalf of himself or herself, Employee’s assigns, executors, administrators, and legal representatives, hereby sells, assigns, transfers, and sets over unto the Company any copyright, right, title, and interest to any and all such Intellectual Property, regardless of such Intellectual Property’s legal status, including, without limitation, all source and object codes to such Intellectual Property, together with any and all enhancements, modifications, or derivative works based thereon. Nothing in this Section 12 shall confer upon the Employee (or constitute the Company’s admission that the Employee held or holds) any copyright, right, title, or interest, in any Intellectual Property to which the Company is solely entitled to hold copyright under this Section 12(b)Materials. The Company University shall be entitled to obtain return, at the Contractor’s expense, any Materials which the University deems to be unsatisfactory. On or before completion of the Contractor’s services hereunder, the Contractor must furnish the University with valid and hold adequate releases necessary for the unrestricted use of the Materials for advertising or trade purposes, including model and property releases relating to the Materials and releases from any persons whose names, voices or likenesses are incorporated or used in its own name all registrations of copyrights, trade secrets, trademarks and other proprietary or intellectual property rights with respect theretothe Materials. The Parties agree Contractor hereby represents and warrants that (a) all applicable laws, rules and regulations have been complied with, (b) the Company shall retain Contractor is free and has full right to enter into this Agreement and perform all of its obligations hereunder, (c) the original copies Materials may be used or reproduced for advertising or trade purposes or any commercial purposes without violating any laws or the rights of all Intellectual Work Product pursuant to this Agreementany third parties and (d) no third party has any rights in, and all rights thereto.to, or arising out of,

Work for Hire. Notwithstanding any other provisions (1) The results and proceeds of this Agreement Executive’s services to the contrary, the Employee further agrees and acknowledges that all original works of authorship, or contributions to such works, that are made by Employee, in whole or in part, either alone or with others, within the scope of and during Employee’s employment with the Company both before and during the Term of Employment, whether inside or outside the Company’s usual business hours, constitute “works made for hire,” or contributions to such “works made for hire,” for all purposes hereunder, and for purposes of interpreting this Agreement under any and all provisions of the Copyright Act of 1976, 17 U.S.C. §§ 101 et. seq. To this effect, the Employee hereby agrees and acknowledges that for all purposes hereunder (including without limitation, the Employee’s creation of any and all Intellectual Property outside of the Company’s usual business hours), the exclusive copyright, right, title, and interest in and to any and all Intellectual Property created by the Employee within the scope of and during the Term of Employment, including but not limited to Intellectual Property created through the use of Company’s Confidential Information, shall vest in the Company, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. However, should any of the Intellectual Property created by the Employee during the term of Employee’s employment by the Company or during the term of Employee holding an ownership interest in the Company or its Affiliates not be found by a court of competent jurisdiction to be a “work made for hire” under the Copyright Act, the Employee, in consideration of Employee’s continued employment by the Company under this Agreement and Employee’s continued right to receive the benefits of ownership of the Company or its Affiliates, and of other good or valuable consideration, the receipt and adequacy of all of which the Employee hereby acknowledges on behalf of himself or herself, Employee’s assigns, executors, administrators, and legal representatives, hereby sells, assigns, transfers, and sets over unto the Company any copyright, right, title, and interest to any and all such Intellectual Property, regardless of such Intellectual Property’s legal status, including, without limitation, all source any works of authorship resulting from Executive’s services during Executive’s employment with Company and/or any of its Affiliates and object codes to any works in progress resulting from such Intellectual Propertyservices, together with shall be works-made-for-hire and Company shall be deemed the sole owner of any and all enhancementsrights of every nature in such works, modificationswhether such rights are now known or hereafter defined or discovered, with the right to use the works in perpetuity in any manner Company determines in its sole discretion without any further payment to Executive. If, for any reason, any of such results and proceeds are not legally deemed a work-made-for-hire and/or there are any rights in such results and proceeds which do not accrue to Company under the preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title and interest thereto, whether now known or derivative works based thereonhereafter defined or discovered, and Company shall have the right to use the work in perpetuity in any location and in any manner Company determines in its sole discretion without any further payment to Executive. (2) Executive shall do any and all things which Company may deem useful or desirable to establish or document Company's rights in any such results and proceeds, including, without limitation, the execution of appropriate copyright, trademark and/or patent applications, assignments or similar documents and, if Executive is unavailable or unwilling to execute such documents, Executive hereby irrevocably designates the Chairman of the Board of Directors of Parent or his designee as Executive’s attorney-in-fact with the power to execute such documents on Executive’s behalf. Nothing To the extent Executive has any rights in the results and proceeds of Executive’s services under this Section 12 shall confer upon Agreement that cannot be assigned as described above, Executive unconditionally and irrevocably waives the Employee enforcement of such rights. (or constitute 3) Works-made-for-hire do not include subject matter that meets all of the following criteria: (A) is conceived, developed and created by Executive on Executive’s own time without using the Company’s admission that or any of its Affiliate’s equipment, supplies or facilities or any trade secrets or confidential information, (B) is unrelated to the Employee held actual or holdsreasonably anticipated business or research and development of Company or any of its Affiliates of which Executive is or becomes aware; and (C) does not result from any copyright, right, title, work performed by Executive for Company or interest, in any Intellectual Property to which the Company is solely entitled to hold copyright under this Section 12(b). The Company shall be entitled to obtain and hold in of its own name all registrations of copyrights, trade secrets, trademarks and other proprietary or intellectual property rights with respect thereto. The Parties agree that the Company shall retain the original copies of all Intellectual Work Product pursuant to this Agreement, and all rights theretoAffiliates.

Work for Hire. Notwithstanding Any work specifically created for the University under this Agreement by the Firm or anyone working on behalf of Firm (the term Firm encompasses both) is considered a “work for hire.” All designs, prints, paintings, artwork, sketches, etchings, drawings, writings, photographs, or any other provisions work or material or property produced, developed or fabricated and any other property created hereunder, including all material incorporated therein and all preliminary or other copies thereof, (the "Materials") are and remain the property of this Agreement to the contraryUniversity, and, unless otherwise specifically set forth herein, are considered specially ordered for the Employee further agrees and acknowledges that all original works of authorship, or contributions to such works, that are made by Employee, in whole or in part, either alone or with others, within the scope of and during Employee’s employment with the Company both before and during the Term of Employment, whether inside or outside the Company’s usual business hours, constitute “works University as a "work made for hire,” or contributions " or, if for any reason held not to such “works made be a "work for hire,” for the Firm who created, produced, developed or fabricated the Materials hereunder assigns all purposes hereunder, and for purposes of interpreting this Agreement under any and all provisions of the Copyright Act of 1976, 17 U.S.C. §§ 101 et. seq. To this effect, the Employee hereby agrees and acknowledges that for all purposes hereunder (including without limitation, the Employee’s creation of any and all Intellectual Property outside of the Company’s usual business hours), the exclusive copyright, his/her right, title, title and interest in the Materials to the University. The University owns all right, title and to any and all Intellectual Property created by the Employee within the scope of and during the Term of Employment, including but not limited to Intellectual Property created through the use of Company’s Confidential Information, shall vest in the Company, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. However, should any of the Intellectual Property created by the Employee during the term of Employee’s employment by the Company or during the term of Employee holding an ownership interest in the Company Materials. The Firm agrees upon request to execute any documents necessary to perfect the transfer of such title to the University. The Materials must be to the University’s satisfaction and are subject to the University’s approval. The Firm bears all risk of loss or its Affiliates not be found by a court damage to the Materials until the University has accepted delivery of competent jurisdiction the Materials. The University is entitled to return, at the Firm’s expense, any Materials which the University deems to be a “work made for hire” under unsatisfactory. On or before completion of the Copyright ActFirm’s services hereunder, the EmployeeFirm must furnish the University with valid and adequate releases necessary for the unrestricted use of the Materials for advertising or trade purposes, including model and property releases relating to the Materials and releases from any persons whose names, voices or likenesses are incorporated or used in consideration the Materials. The Firm hereby represents and warrants that the Materials may be used or reproduced for advertising or trade purposes or any commercial purposes without violating any laws or the rights of Employeeany third parties and that no third party has any rights in, to, or arising out of, or in connection with the Materials, including without limitation any claims for fees, royalties or other payments. The provisions of paragraph 12 (indemnification) of this Agreement expressly apply to these regarding (a) the performance or non-performance of the University’s continued employment order by the Company under this Agreement and Employee’s continued right to receive the benefits of ownership of the Company or its Affiliates, and of other good or valuable consideration, the receipt and adequacy of all of which the Employee hereby acknowledges on behalf of himself or herself, Employee’s assigns, executors, administrators, and legal representatives, hereby sells, assigns, transfers, and sets over unto the Company any copyright, right, title, and interest to any and all such Intellectual Property, regardless of such Intellectual Property’s legal status, including, without limitation, all source and object codes to such Intellectual Property, together with any and all enhancements, modifications, or derivative works based thereon. Nothing in this Section 12 shall confer upon the Employee (or constitute the Company’s admission that the Employee held or holds) any copyright, right, title, or interest, in any Intellectual Property to which the Company is solely entitled to hold copyright under this Section 12(b). The Company shall be entitled to obtain and hold in its own name all registrations of copyrights, trade secrets, trademarks and other proprietary or intellectual property rights with respect thereto. The Parties agree that the Company shall retain the original copies of all Intellectual Work Product pursuant to this Agreement, and all rights thereto.Firm,

Work for Hire. Notwithstanding any other provisions (a) The results and proceeds of this Agreement Executive’s services to the contrary, the Employee further agrees and acknowledges that all original works of authorship, or contributions to such works, that are made by Employee, in whole or in part, either alone or with others, within the scope of and during Employee’s employment with the Company both before and during the Term of Employment, whether inside or outside the Company’s usual business hours, constitute “works made for hire,” or contributions to such “works made for hire,” for all purposes hereunder, and for purposes of interpreting this Agreement under any and all provisions of the Copyright Act of 1976, 17 U.S.C. §§ 101 et. seq. To this effect, the Employee hereby agrees and acknowledges that for all purposes hereunder (including without limitation, the Employee’s creation of any and all Intellectual Property outside of the Company’s usual business hours), the exclusive copyright, right, title, and interest in and to any and all Intellectual Property created by the Employee within the scope of and during the Term of Employment, including but not limited to Intellectual Property created through the use of Company’s Confidential Information, shall vest in the Company, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. However, should any of the Intellectual Property created by the Employee during the term of Employee’s employment by the Company or during the term of Employee holding an ownership interest in the Company or its Affiliates not be found by a court of competent jurisdiction to be a “work made for hire” under the Copyright Act, the Employee, in consideration of Employee’s continued employment by the Company under this Agreement and Employee’s continued right to receive the benefits of ownership of the Company or its Affiliates, and of other good or valuable consideration, the receipt and adequacy of all of which the Employee hereby acknowledges on behalf of himself or herself, Employee’s assigns, executors, administrators, and legal representatives, hereby sells, assigns, transfers, and sets over unto the Company any copyright, right, title, and interest to any and all such Intellectual Property, regardless of such Intellectual Property’s legal statusEmployer, including, without limitation, all source any works of authorship resulting from Executive’s services during Executive’s employment with Employer and/or any of its affiliated companies and object codes to any works in progress resulting from such Intellectual Propertyservices, together with shall be works-made-for-hire and Employer shall be deemed the sole owner of any and all enhancementsrights of every nature in such works, modificationswhether such rights are now known or hereafter defined or discovered, with the right to use the works in perpetuity in any manner Employer determines in its sole discretion without any further payment to Executive. If, for any reason, any of such results and proceeds are not legally deemed a work-made-for-hire and/or there are any rights in such results and proceeds which do not accrue to Employer under the preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title and interest thereto, whether now known or derivative works based thereonhereafter defined or discovered, and Employer shall have the right to use the work in perpetuity in any location and in any manner Employer determines in its sole discretion without any further payment to Executive. (b) Executive shall do any and all things which Employer may deem useful or desirable to establish or document Employer's rights in any such results and proceeds, including, without limitation, the execution of appropriate copyright, trademark and/or patent applications, assignments or similar documents and, if Executive is unavailable or unwilling to execute such documents, Executive hereby irrevocably designates the President & Chief Executive Officer of Employer or his designee as Executive’s attorney-in-fact with the power to execute such documents on Executive’s behalf. Nothing To the extent Executive has any rights in the results and proceeds of Executive’s services under this Memorandum that cannot be assigned as described above, Executive unconditionally and irrevocably waives the enforcement of such rights. (c) Works-made-for-hire do not include subject matter that meets all of the following criteria: (1) is conceived, developed and created by Executive on Executive’s own time without using the Employer’s equipment (other than the personal computer regularly used by Executive), supplies or facilities or any trade secrets of confidential information, (2) is unrelated to the actual or reasonably anticipated business or research and development of Employer of which Executive is or becomes aware; and (3) does not result from any work performed by Executive for Employer. (d) Notwithstanding anything in this Memorandum to the contrary, during the Term, Executive agrees that he shall, prior to exploiting a Corporate Opportunity (hereafter defined) for his own account or for the benefit of an immediate family member’s account, offer the Employer a right of first refusal with respect to such Corporate Opportunity. For purposes of this Section 12 5.2, "Corporate Opportunity" shall confer upon be broadly defined to include any business opportunity that is in the Employee (same or constitute a related business as any of the businesses in which the Company’s admission that , Salem or any of its Affiliates is involved or in which Executive learned of or discovered in the Employee held course of performing his duties to Employer, Salem or holdsany of its Affiliates. The determination as to whether a business opportunity constitutes a Corporate Opportunity shall be made by the Chairman of the Board and the President of Salem, and their determination shall be based on an evaluation of: (a) any copyright, right, title, or interest, in any Intellectual Property the extent to which the Corporate Opportunity is within the Company's or any of its Affiliates' existing lines of business or its existing plans to expand; (b) the extent to which the Corporate Opportunity supplements the Company's or any of its Affiliates' existing lines of activity or complements the Company's or any of its Affiliates' existing methods of service; (c) whether the Company has available resources that can be utilized in connection with the Corporate Opportunity; (d) whether the Company is solely entitled legally or contractually barred from utilizing the Corporate Opportunity; (e) the extent to hold copyright under this Section 12(b). The Company shall be entitled to obtain and hold in its own name all registrations which utilization of copyrights, trade secrets, trademarks and other proprietary or intellectual property rights the Corporate Opportunity by Executive would create conflicts of interest with respect thereto. The Parties agree that the Company shall retain or any of its Affiliates; and (f) any other factors they deem appropriate under the original copies of all Intellectual Work Product pursuant to this Agreement, and all rights theretocircumstances.

Work for Hire. Notwithstanding any other provisions (1) The results and proceeds of this Agreement Executive’s services to the contrary, the Employee further agrees and acknowledges that all original works of authorship, or contributions to such works, that are made by Employee, in whole or in part, either alone or with others, within the scope of and during Employee’s employment with the Company both before and during the Term of Employment, whether inside or outside the Company’s usual business hours, constitute “works made for hire,” or contributions to such “works made for hire,” for all purposes hereunder, and for purposes of interpreting this Agreement under any and all provisions of the Copyright Act of 1976, 17 U.S.C. §§ 101 et. seq. To this effect, the Employee hereby agrees and acknowledges that for all purposes hereunder (including without limitation, the Employee’s creation of any and all Intellectual Property outside of the Company’s usual business hours), the exclusive copyright, right, title, and interest in and to any and all Intellectual Property created by the Employee within the scope of and during the Term of Employment, including but not limited to Intellectual Property created through the use of Company’s Confidential Information, shall vest in the Company, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. However, should any of the Intellectual Property created by the Employee during the term of Employee’s employment by the Company or during the term of Employee holding an ownership interest in the Company or its Affiliates not be found by a court of competent jurisdiction to be a “work made for hire” under the Copyright Act, the Employee, in consideration of Employee’s continued employment by the Company under this Agreement and Employee’s continued right to receive the benefits of ownership of the Company or its Affiliates, and of other good or valuable consideration, the receipt and adequacy of all of which the Employee hereby acknowledges on behalf of himself or herself, Employee’s assigns, executors, administrators, and legal representatives, hereby sells, assigns, transfers, and sets over unto the Company any copyright, right, title, and interest to any and all such Intellectual Property, regardless of such Intellectual Property’s legal status, including, without limitation, all source any works of authorship resulting from Executive’s services during Executive’s employment with Company and/or any of its Affiliates and object codes to any works in progress resulting from such Intellectual Propertyservices, together with shall be works-made-for-hire and Company shall be deemed the sole owner of any and all enhancementsrights of every nature in such works, modificationswhether such rights are now known or hereafter defined or discovered, with the right to use the works in perpetuity in any manner Company determines in its sole discretion without any further payment to Executive. If, for any reason, any of such results and proceeds are not legally deemed a work-made-for-hire and/or there are any rights in such results and proceeds which do not accrue to Company under the preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title and interest thereto, whether now known or derivative works based thereonhereafter defined or discovered, and Company shall have the right to use the work in perpetuity in any location and in any manner Company determines in its sole discretion without any further payment to Executive. (2) Executive shall do any and all things which Company may deem useful or desirable to establish or document Company’s rights in any such results and proceeds, including, without limitation, the execution of appropriate copyright, trademark and/or patent applications, assignments or similar documents and, if Executive is unavailable or unwilling to execute such documents, Executive hereby irrevocably designates the Chairman of the Board of Directors of Parent or his designee as Executive’s attorney-in-fact with the power to execute such documents on Executive’s behalf. Nothing To the extent Executive has any rights in the results and proceeds of Executive’s services under this Section 12 shall confer upon Agreement that cannot be assigned as described above, Executive unconditionally and irrevocably waives the Employee enforcement of such rights. (or constitute 3) Works-made-for-hire do not include subject matter that meets all of the following criteria: (A) is conceived, developed and created by Executive on Executive’s own time without using the Company’s admission that or any of its Affiliate’s equipment, supplies or facilities or any trade secrets or confidential information, (B) is unrelated to the Employee held actual or holdsreasonably anticipated business or research and development of Company or any of its Affiliates of which Executive is or becomes aware; and (C) does not result from any copyright, right, title, work performed by Executive for Company or interest, in any Intellectual Property to which the Company is solely entitled to hold copyright under this Section 12(b). The Company shall be entitled to obtain and hold in of its own name all registrations of copyrights, trade secrets, trademarks and other proprietary or intellectual property rights with respect thereto. The Parties agree that the Company shall retain the original copies of all Intellectual Work Product pursuant to this Agreement, and all rights theretoAffiliates.

Work for Hire. Notwithstanding any other provisions (i) The results and proceeds of this Agreement Executive’s services to the contrary, the Employee further agrees and acknowledges that all original works of authorship, or contributions to such works, that are made by Employee, in whole or in part, either alone or with others, within the scope of and during Employee’s employment with the Company both before and during the Term of Employment, whether inside or outside the Company’s usual business hours, constitute “works made for hire,” or contributions to such “works made for hire,” for all purposes hereunder, and for purposes of interpreting this Agreement under any and all provisions of the Copyright Act of 1976, 17 U.S.C. §§ 101 et. seq. To this effect, the Employee hereby agrees and acknowledges that for all purposes hereunder (including without limitation, the Employee’s creation of any and all Intellectual Property outside of the Company’s usual business hours), the exclusive copyright, right, title, and interest in and to any and all Intellectual Property created by the Employee within the scope of and during the Term of Employment, including but not limited to Intellectual Property created through the use of Company’s Confidential Information, shall vest in the Company, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. However, should any of the Intellectual Property created by the Employee during the term of Employee’s employment by the Company or during the term of Employee holding an ownership interest in the Company or its Affiliates not be found by a court of competent jurisdiction to be a “work made for hire” under the Copyright Act, the Employee, in consideration of Employee’s continued employment by the Company under this Agreement and Employee’s continued right to receive the benefits of ownership of the Company or its Affiliates, and of other good or valuable consideration, the receipt and adequacy of all of which the Employee hereby acknowledges on behalf of himself or herself, Employee’s assigns, executors, administrators, and legal representatives, hereby sells, assigns, transfers, and sets over unto the Company any copyright, right, title, and interest to any and all such Intellectual Property, regardless of such Intellectual Property’s legal status, including, without limitation, all source any works of authorship resulting from Executive’s services during Executive’s employment with Company and/or any of its Affiliates and object codes to any works in progress resulting from such Intellectual Propertyservices, together with shall be works-made-for-hire and Company shall be deemed the sole owner of any and all enhancementsrights of every nature in such works, modificationswhether such rights are now known or hereafter defined or discovered, with the right to use the works in perpetuity in any manner Company determines in its sole discretion without any further payment to Executive. If, for any reason, any of such results and proceeds are not legally deemed a work-made-for-hire and/or there are any rights in such results and proceeds which do not accrue to Company under the preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title and interest thereto, whether now known or derivative works based thereonhereafter defined or discovered, and Company shall have the right to use the work in perpetuity in any location and in any manner Company determines in its sole discretion without any further payment to Executive. (ii) Executive shall do any and all things which Company may deem useful or desirable to establish or document Company's rights in any such results and proceeds, including, without limitation, the execution of appropriate copyright, trademark and/or patent applications, assignments or similar documents and, if Executive is unavailable or unwilling to execute such documents, Executive hereby irrevocably designates the Chairman of the Board of Directors of SCC or his designee as Executive’s attorney-in-fact with the power to execute such documents on Executive’s behalf. Nothing To the extent Executive has any rights in the results and proceeds of Executive’s services under this Section 12 shall confer upon Agreement that cannot be assigned as described above, Executive unconditionally and irrevocably waives the Employee enforcement of such rights. (or constitute iii) Works-made-for-hire do not include subject matter that meets all of the following criteria: (A) is conceived, developed and created by Executive on Executive’s own time without using the Company’s admission that equipment, supplies or facilities or any trade secrets or confidential information, (B) is unrelated to the Employee held actual or holdsreasonably anticipated business or research and development of Company of which Executive is or becomes aware; and (C) does not result from any copyright, right, title, or interest, in any Intellectual Property to which the Company is solely entitled to hold copyright under this Section 12(b). The Company shall be entitled to obtain and hold in its own name all registrations of copyrights, trade secrets, trademarks and other proprietary or intellectual property rights with respect thereto. The Parties agree that the Company shall retain the original copies of all Intellectual Work Product pursuant to this Agreement, and all rights theretowork performed by Executive for Company.

Work for Hire. Notwithstanding any other provisions (A) The results and proceeds of this Agreement Executive’s services to the contrary, the Employee further agrees and acknowledges that all original works of authorship, or contributions to such works, that are made by Employee, in whole or in part, either alone or with others, within the scope of and during Employee’s employment with the Company both before and during the Term of Employment, whether inside or outside the Company’s usual business hours, constitute “works made for hire,” or contributions to such “works made for hire,” for all purposes hereunder, and for purposes of interpreting this Agreement under any and all provisions of the Copyright Act of 1976, 17 U.S.C. §§ 101 et. seq. To this effect, the Employee hereby agrees and acknowledges that for all purposes hereunder (including without limitation, the Employee’s creation of any and all Intellectual Property outside of the Company’s usual business hours), the exclusive copyright, right, title, and interest in and to any and all Intellectual Property created by the Employee within the scope of and during the Term of Employment, including but not limited to Intellectual Property created through the use of Company’s Confidential Information, shall vest in the Company, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. However, should any of the Intellectual Property created by the Employee during the term of Employee’s employment by the Company or during the term of Employee holding an ownership interest in the Company or its Affiliates not be found by a court of competent jurisdiction to be a “work made for hire” under the Copyright Act, the Employee, in consideration of Employee’s continued employment by the Company under this Agreement and Employee’s continued right to receive the benefits of ownership of the Company or its Affiliates, and of other good or valuable consideration, the receipt and adequacy of all of which the Employee hereby acknowledges on behalf of himself or herself, Employee’s assigns, executors, administrators, and legal representatives, hereby sells, assigns, transfers, and sets over unto the Company any copyright, right, title, and interest to any and all such Intellectual Property, regardless of such Intellectual Property’s legal statusEmployer, including, without limitation, all source any works of authorship resulting from Executive’s services during Executive’s employment with Employer and/or any of its affiliated companies and object codes to any works in progress resulting from such Intellectual Propertyservices, together with shall be works-made-for-hire and Employer shall be deemed the sole owner of any and all enhancementsrights of every nature in such works, modificationswhether such rights are now known or hereafter defined or discovered, with the right to use the works in perpetuity in any manner Employer determines in its sole discretion without any further payment to Executive. If, for any reason, any of such results and proceeds are not legally deemed a work-made-for-hire and/or there are any rights in such results and proceeds which do not accrue to Employer under the preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title and interest thereto, whether now known or derivative works based thereon. Nothing hereafter defined or discovered, and Employer shall have the right to use the work in this Section 12 perpetuity in any location and in any manner Employer determines in its sole discretion without any further payment to Executive. (B) Executive shall confer upon do any and all things which Employer may deem useful or desirable to establish or document Employer’s rights in any such results and proceeds, including, without limitation, the Employee (or constitute the Company’s admission that the Employee held or holds) any execution of appropriate copyright, righttrademark and/or patent applications, titleassignments or similar documents and, if Executive is unavailable or interestunwilling to execute such documents, Executive hereby irrevocably designates the President of Salem Media or his designee as Executive’s attorney-in-fact with the power to execute such documents on Executive’s behalf. To the extent Executive has any rights in any Intellectual Property to which the Company is solely entitled to hold copyright results and proceeds of Executive’s services under this Section 12(b). The Company shall Memorandum that cannot be entitled assigned as described above, Executive unconditionally and irrevocably waives the enforcement of such rights. (C) Works-made-for-hire do not include subject matter that meets all of the following criteria: (1) is conceived, developed and created by Executive on Executive’s own time without using the Employer’s equipment, supplies or facilities or any trade secrets of confidential information, (2) is unrelated to obtain the actual or reasonably anticipated Business or research and hold in its own name all registrations development of copyrights, trade secrets, trademarks Employer of which Executive is or becomes aware; and other proprietary or intellectual property rights with respect thereto. The Parties agree that the Company shall retain the original copies of all Intellectual Work Product pursuant to this Agreement, and all rights thereto(3) does not result from any work performed by Executive for Employer.

Work for Hire. Notwithstanding any other provisions of this Agreement to the contrary, the Employee further agrees (a) The parties acknowledge and acknowledges agree that all original works of authorshiprights, or contributions to such worksincluding without limitation ownership, that are made by Employeepatent and copyright, in whole or in partany software, either alone or with othersmaterials, within the scope of and during Employee’s employment with the Company both before and during the Term of Employmentreports (including, whether inside or outside the Company’s usual business hours, constitute “works made for hire,” or contributions to such “works made for hire,” for all purposes hereunder, and for purposes of interpreting this Agreement under any and all provisions of the Copyright Act of 1976, 17 U.S.C. §§ 101 et. seq. To this effect, the Employee hereby agrees and acknowledges that for all purposes hereunder (including without limitation, report books, reference materials and other literature relating to Company’ products or services or otherwise related to the Employee’s creation Services), memoranda, graphics, logos or other work product prepared by Consultant pursuant to the terms of any this Agreement, or otherwise for Company (hereinafter the “Work Product”) vest in Company. The parties expressly acknowledge that the Work Product was specially ordered or commissioned by Company and further agree that it shall be considered a “Work Made for Hire” within the meaning of the copyright laws of the United States and that Company is entitled, as sole author, to the copyright and all Intellectual Property outside of other rights therein, throughout the Company’s usual business hours), the exclusive copyright, right, title, and interest in and to any and all Intellectual Property created by the Employee within the scope of and during the Term of Employmentworld, including but not limited to, the right to Intellectual Property created through make such changes therein and such uses thereof, as it may determine in its sole and absolute discretion. If, for any reason, the use of Company’s Confidential Information, shall vest in the Company, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. However, should any of the Intellectual Property created by the Employee during the term of Employee’s employment by the Company or during the term of Employee holding an ownership interest in the Company or its Affiliates Work Product is not be found by a court of competent jurisdiction to be considered a “work made for hire” under the Copyright Act, the Employee, in consideration of Employee’s continued employment by the Company under this Agreement and Employee’s continued right to receive the benefits of ownership copyright laws of the Company or United States as aforesaid, then Consultant hereby grants and assigns to Company, its Affiliatessuccessors and assigns, and of other good or valuable consideration, the receipt and adequacy of all of which the Employee hereby acknowledges on behalf of himself or herself, EmployeeConsultant’s assigns, executors, administrators, and legal representatives, hereby sells, assigns, transfers, and sets over unto the Company any copyright, right, title, title and interest to any and all such Intellectual Property, regardless of such Intellectual Property’s legal statusin the Work Product, including, without limitationbut not limited to, all source the copyright therein throughout the world (and object codes to such Intellectual Propertyany renewal, together with any extension or reversion copyright now or hereafter provided), and all enhancementsother rights therein of any nature whatsoever, modificationswhether now known or hereafter devised including, or derivative works based thereon. Nothing in this Section 12 shall confer upon but not limited to, the Employee (or constitute the Company’s admission that the Employee held or holds) any copyrightright to make changes therein, rightand such uses thereof, title, or interest, in any Intellectual Property to which the as Company is solely entitled to hold copyright under this Section 12(b). The Company shall be entitled to obtain and hold may determine in its own name all registrations absolute discretion. Consultant also agrees to keep necessary records, made alone or with others during the course of copyrights, trade secrets, trademarks and other proprietary or intellectual property rights with respect thereto. The Parties agree that the Company shall retain the original copies of all Intellectual Work Product performing Services pursuant to this Agreement, and agrees to furnish Company, upon request, with all rights theretosuch records. (b) If Company is unable, after reasonable effort, to secure Consultant’s signature on any application for patent, copyright, trademark or other analogous registration or other documents regarding any legal protection relating to a Work Product, whether because of Consultant’s physical or mental incapacity or for any other reason whatsoever, Consultant hereby irrevocably designates and appoints Company and its duly authorized officers and agents as Consultant’s agent and attorney-in-fact, to act for and in Consultant’s behalf and stead to execute and file any such application or applications or other documents and to do all other lawfully permitted acts to further the prosecution and issuance of patent, copyright or trademark registrations or any other legal protection thereon with the same legal force and effect as if executed by Consultant.

Work for Hire. Notwithstanding any other provisions (i) The results and proceeds of this Agreement Executive’s services to the contrary, the Employee further agrees and acknowledges that all original works of authorship, or contributions to such works, that are made by Employee, in whole or in part, either alone or with others, within the scope of and during Employee’s employment with the Company both before and during the Term of Employment, whether inside or outside the Company’s usual business hours, constitute “works made for hire,” or contributions to such “works made for hire,” for all purposes hereunder, and for purposes of interpreting this Agreement under any and all provisions of the Copyright Act of 1976, 17 U.S.C. §§ 101 et. seq. To this effect, the Employee hereby agrees and acknowledges that for all purposes hereunder (including without limitation, the Employee’s creation of any and all Intellectual Property outside of the Company’s usual business hours), the exclusive copyright, right, title, and interest in and to any and all Intellectual Property created by the Employee within the scope of and during the Term of Employment, including but not limited to Intellectual Property created through the use of Company’s Confidential Information, shall vest in the Company, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. However, should any of the Intellectual Property created by the Employee during the term of Employee’s employment by the Company or during the term of Employee holding an ownership interest in the Company or its Affiliates not be found by a court of competent jurisdiction to be a “work made for hire” under the Copyright Act, the Employee, in consideration of Employee’s continued employment by the Company under this Agreement and Employee’s continued right to receive the benefits of ownership of the Company or its Affiliates, and of other good or valuable consideration, the receipt and adequacy of all of which the Employee hereby acknowledges on behalf of himself or herself, Employee’s assigns, executors, administrators, and legal representatives, hereby sells, assigns, transfers, and sets over unto the Company any copyright, right, title, and interest to any and all such Intellectual Property, regardless of such Intellectual Property’s legal status, including, without limitation, all source any works of authorship resulting from Executive’s services during Executive’s employment with Company and/or any of its Affiliates and object codes to any works in progress resulting from such Intellectual Propertyservices, together with shall be works-made-for-hire and Company shall be deemed the sole owner of any and all enhancementsrights of every nature in such works, modificationswhether such rights are now known or hereafter defined or discovered, with the right to use the works in perpetuity in any manner Company determines in its sole discretion without any further payment to Executive. If, for any reason, any of such results and proceeds are not legally deemed a work-made-for-hire and/or there are any rights in such results and proceeds which do not accrue to Company under the preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title and interest thereto, whether now known or derivative works based thereonhereafter defined or discovered, and Company shall have the right to use the work in perpetuity in any location and in any manner Company determines in its sole discretion without any further payment to Executive. (ii) Executive shall do any and all things which Company may deem useful or desirable to establish or document Company's rights in any such results and proceeds, including, without limitation, the execution of appropriate copyright, trademark and/or patent applications, assignments or similar documents and, if Executive is unavailable or unwilling to execute such documents, Executive hereby irrevocably designates the Chairman of the Board of Directors of SMG or his designee as Executive’s attorney-in-fact with the power to execute such documents on Executive’s behalf. Nothing To the extent Executive has any rights in the results and proceeds of Executive’s services under this Section 12 shall confer upon Agreement that cannot be assigned as described above, Executive unconditionally and irrevocably waives the Employee enforcement of such rights. (or constitute iii) Works-made-for-hire do not include subject matter that meets all of the following criteria: (A) is conceived, developed and created by Executive on Executive’s own time without using the Company’s admission that equipment, supplies or facilities or any trade secrets or confidential information, (B) is unrelated to the Employee held actual or holdsreasonably anticipated business or research and development of Company of which Executive is or becomes aware; and (C) does not result from any copyright, right, title, or interest, in any Intellectual Property to which the Company is solely entitled to hold copyright under this Section 12(b). The Company shall be entitled to obtain and hold in its own name all registrations of copyrights, trade secrets, trademarks and other proprietary or intellectual property rights with respect thereto. The Parties agree that the Company shall retain the original copies of all Intellectual Work Product pursuant to this Agreement, and all rights theretowork performed by Executive for Company.

Work for Hire. Notwithstanding (a) The Parties intend that each Work Product that is a work of authorship shall be deemed a "work made for hire" within the meaning of the copyright laws of the United States and any similar laws of other provisions of this Agreement to jurisdictions. To the contraryextent, the Employee further agrees and acknowledges that all original works of authorship, or contributions to such worksif any, that are made by EmployeeIMGIS or its Personnel have rights in any Work Product notwithstanding the foregoing, in whole or in part, either alone or with others, within the scope of and during Employee’s employment with the Company both before and during the Term of Employment, whether inside or outside the Company’s usual business hours, constitute “works including because a Work Product does not qualify as a "work made for hire,” or contributions " IMGIS hereby irrevocably assigns to such “works made for hire,” for all purposes hereunderAOL, and for purposes of interpreting this Agreement under any agrees that AOL shall be the sole and exclusive owner of, all provisions of the Copyright Act of 1976, 17 U.S.C. §§ 101 et. seq. To this effect, the Employee hereby agrees and acknowledges that for all purposes hereunder (including without limitation, the Employee’s creation of any and all Intellectual Property outside of the Company’s usual business hours), the exclusive copyright, right, title, title and interest in and to any and all Intellectual Property created by the Employee within the scope of and during the Term of EmploymentWork Product, including but not limited all patent, copyright, trade secret and other proprietary rights therein that may be secured in any place under laws now or hereafter in effect. (b) To the extent that IMGIS provides Development Services in support of any modification of the Technology, AOL hereby grants to Intellectual Property created through IMGIS a perpetual, worldwide, nonexclusive, nontransferable license to use, reproduce, adapt, transmit, perform and display such modification in connection with the use provision of Company’s Confidential Information, shall vest such Development Services and for no other purpose without AOL's prior written approval. In the event that IMGIS desires to integrate such modification in the CompanyTechnology and obtains AOL's approval thereto, in perpetuity then IMGIS shall reimburse AOL for any payment made by AOL for such Development Services, or for the longest period otherwise permitted waive such payment by law, without the necessity of further consideration. However, should any of the Intellectual Property created by the Employee during the term of Employee’s employment by the Company or during the term of Employee holding an ownership interest in the Company or its Affiliates not be found by a court of competent jurisdiction to be a “work made for hire” under the Copyright Act, the EmployeeAOL, in consideration for the grant of Employee’s continued employment such license to IMGIS. IMGIS may exercise its rights under the foregoing license through Personnel who are obligated by the Company under this Agreement written agreement to maintain such modification in confidence and Employee’s continued right restrict their use of such modification pursuant to receive the benefits of ownership of the Company or its Affiliates, terms comparable to those set forth in Article 13. (c) IMGIS shall have valid and of other good or valuable consideration, the receipt and adequacy of enforceable written agreements with all of which its Personnel providing Development Services hereunder containing confidentiality and nondisclosure obligations comparable in scope to those set forth in Article 13 and giving IMGIS all rights and authority necessary to effectuate the Employee hereby acknowledges on behalf provisions of himself or herself, Employee’s assigns, executors, administrators, and legal representatives, hereby sells, assigns, transfers, and sets over unto the Company any copyright, right, title, and interest to any and all such Intellectual Property, regardless of such Intellectual Property’s legal status, including, without limitation, all source and object codes to such Intellectual Property, together with any and all enhancements, modifications, or derivative works based thereon. Nothing in this Section 12 5.4. IMGIS shall confer provide copies of these agreements to AOL upon AOL's request. (d) To the Employee (or constitute the Company’s admission extent that the Employee held or holds) IMGIS delivers to AOL any copyrightImprovements, rightdesigns, titledrawings, or interestspecifications, in any Intellectual Property to which the Company is solely entitled to hold copyright under this Section 12(b). The Company documentation, computer software, reports, training materials, inventions, discoveries and other items that are not Work Products, such items shall be entitled to obtain deemed included in the Technology and hold in its own name all registrations of copyrights, trade secrets, trademarks and other proprietary or intellectual property rights with respect thereto. The Parties agree that the Company shall retain the original copies of all Intellectual Work Product licensed pursuant to this Agreement, and all rights theretoSection 2.1 above.

Work for Hire. Notwithstanding any other provisions (1) The results and proceeds of this Agreement Executive’s services to the contrary, the Employee further agrees and acknowledges that all original works of authorship, or contributions to such works, that are made by Employee, in whole or in part, either alone or with others, within the scope of and during Employee’s employment with the Company both before and during the Term of Employment, whether inside or outside the Company’s usual business hours, constitute “works made for hire,” or contributions to such “works made for hire,” for all purposes hereunder, and for purposes of interpreting this Agreement under any and all provisions of the Copyright Act of 1976, 17 U.S.C. §§ 101 et. seq. To this effect, the Employee hereby agrees and acknowledges that for all purposes hereunder (including without limitation, the Employee’s creation of any and all Intellectual Property outside of the Company’s usual business hours), the exclusive copyright, right, title, and interest in and to any and all Intellectual Property created by the Employee within the scope of and during the Term of Employment, including but not limited to Intellectual Property created through the use of Company’s Confidential Information, shall vest in the Company, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. However, should any of the Intellectual Property created by the Employee during the term of Employee’s employment by the Company or during the term of Employee holding an ownership interest in the Company or its Affiliates not be found by a court of competent jurisdiction to be a “work made for hire” under the Copyright Act, the Employee, in consideration of Employee’s continued employment by the Company under this Agreement and Employee’s continued right to receive the benefits of ownership of the Company or its Affiliates, and of other good or valuable consideration, the receipt and adequacy of all of which the Employee hereby acknowledges on behalf of himself or herself, Employee’s assigns, executors, administrators, and legal representatives, hereby sells, assigns, transfers, and sets over unto the Company any copyright, right, title, and interest to any and all such Intellectual Property, regardless of such Intellectual Property’s legal status, including, without limitation, all source any works of authorship resulting from Executive’s services during Executive’s employment with Company and/or any of its Affiliates and object codes to any works in progress resulting from such Intellectual Propertyservices, together with shall be works-made-for-hire and Company shall be deemed the sole owner of any and all enhancementsrights of every nature in such works, modificationswhether such rights are now known or hereafter defined or discovered, with the right to use the works in perpetuity in any manner Company determines in its sole discretion without any further payment to Executive. If, for any reason, any of such results and proceeds are not legally deemed a work-made-for-hire and/or there are any rights in such results and proceeds which do not accrue to Company under the preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title and interest thereto, whether now known or derivative works based thereonhereafter defined or discovered, and Company shall have the right to use the work in perpetuity in any location and in any manner Company determines in its sole discretion without any further payment to Executive. (2) Executive shall do any and all things which Company may deem useful or desirable to establish or document Company’s rights in any such results and proceeds, including, without limitation, the execution of appropriate copyright, trademark and/or patent applications, assignments or similar documents and, if Executive is unavailable or unwilling to execute such documents, Executive hereby irrevocably designates the Chief Executive Officer of Parent or his designee as Executive’s attorney-in-fact with the power to execute such documents on Executive’s behalf. Nothing To the extent Executive has any rights in the results and proceeds of Executive’s services under this Section 12 shall confer upon Agreement that cannot be assigned as described above, Executive unconditionally and irrevocably waives the Employee enforcement of such rights. (or constitute 3) Works-made-for-hire do not include subject matter that meets all of the following criteria: (A) is conceived, developed and created by Executive on Executive’s own time without using the Company’s admission that or any of its Affiliate’s equipment, supplies or facilities or any trade secrets or confidential information, (B) is unrelated to the Employee held actual or holdsreasonably anticipated business or research and development of Company or any of its Affiliates of which Executive is or becomes aware; and (C) does not result from any copyright, right, title, work performed by Executive for Company or interest, in any Intellectual Property to which the Company is solely entitled to hold copyright under this Section 12(b). The Company shall be entitled to obtain and hold in of its own name all registrations of copyrights, trade secrets, trademarks and other proprietary or intellectual property rights with respect thereto. The Parties agree that the Company shall retain the original copies of all Intellectual Work Product pursuant to this Agreement, and all rights theretoAffiliates.

Work for Hire. Notwithstanding any other provisions (a) The results and proceeds of this Agreement Executive’s services to the contrary, the Employee further agrees and acknowledges that all original works of authorship, or contributions to such works, that are made by Employee, in whole or in part, either alone or with others, within the scope of and during Employee’s employment with the Company both before and during the Term of Employment, whether inside or outside the Company’s usual business hours, constitute “works made for hire,” or contributions to such “works made for hire,” for all purposes hereunder, and for purposes of interpreting this Agreement under any and all provisions of the Copyright Act of 1976, 17 U.S.C. §§ 101 et. seq. To this effect, the Employee hereby agrees and acknowledges that for all purposes hereunder (including without limitation, the Employee’s creation of any and all Intellectual Property outside of the Company’s usual business hours), the exclusive copyright, right, title, and interest in and to any and all Intellectual Property created by the Employee within the scope of and during the Term of Employment, including but not limited to Intellectual Property created through the use of Company’s Confidential Information, shall vest in the Company, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. However, should any of the Intellectual Property created by the Employee during the term of Employee’s employment by the Company or during the term of Employee holding an ownership interest in the Company or its Affiliates not be found by a court of competent jurisdiction to be a “work made for hire” under the Copyright Act, the Employee, in consideration of Employee’s continued employment by the Company under this Agreement and Employee’s continued right to receive the benefits of ownership of the Company or its Affiliates, and of other good or valuable consideration, the receipt and adequacy of all of which the Employee hereby acknowledges on behalf of himself or herself, Employee’s assigns, executors, administrators, and legal representatives, hereby sells, assigns, transfers, and sets over unto the Company any copyright, right, title, and interest to any and all such Intellectual Property, regardless of such Intellectual Property’s legal statusEmployer, including, without limitation, all source any works of authorship resulting from Executive’s services during Executive’s employment with Employer and/or any of its affiliated companies and object codes to any works in progress resulting from such Intellectual Propertyservices, together with shall be works-made-for-hire and Employer shall be deemed the sole owner of any and all enhancementsrights of every nature in such works, modificationswhether such rights are now known or hereafter defined or discovered, with the right to use the works in perpetuity in any manner Employer determines in its sole discretion without any further payment to Executive. If, for any reason, any of such results and proceeds are not legally deemed a work-made-for-hire and/or there are any rights in such results and proceeds which do not accrue to Employer under the preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title and interest thereto, whether now known or derivative works based thereon. Nothing hereafter defined or discovered, and Employer shall have the right to use the work in this Section 12 perpetuity in any location and in any manner Employer determines in its sole discretion without any further payment to Executive. (b) Executive shall confer upon do any and all things which Employer may deem useful or desirable to establish or document Employer’s rights in any such results and proceeds, including, without limitation, the Employee (or constitute the Company’s admission that the Employee held or holds) any execution of appropriate copyright, righttrademark and/or patent applications, titleassignments or similar documents and, if Executive is unavailable or interestunwilling to execute such documents, Executive hereby irrevocably designates the President of Salem Media or his designee as Executive’s attorney-in-fact with the power to execute such documents on Executive’s behalf. To the extent Executive has any rights in any Intellectual Property to which the Company is solely entitled to hold copyright results and proceeds of Executive’s services under this Section 12(b). The Company shall Memorandum that cannot be entitled assigned as described above, Executive unconditionally and irrevocably waives the enforcement of such rights. (c) Works-made-for-hire do not include subject matter that meets all of the following criteria: (1) is conceived, developed and created by Executive on Executive’s own time without using the Employer’s equipment, supplies or facilities or any trade secrets of confidential information, (2) is unrelated to obtain the actual or reasonably anticipated Business or research and hold in its own name all registrations development of copyrights, trade secrets, trademarks Employer of which Executive is or becomes aware; and other proprietary or intellectual property rights with respect thereto. The Parties agree that the Company shall retain the original copies of all Intellectual Work Product pursuant to this Agreement, and all rights thereto(3) does not result from any work performed by Executive for Employer.

Work for Hire. Notwithstanding any other provisions (A) The results and proceeds of this Agreement Executive’s services to the contrary, the Employee further agrees and acknowledges that all original works of authorship, or contributions to such works, that are made by Employee, in whole or in part, either alone or with others, within the scope of and during Employee’s employment with the Company both before and during the Term of Employment, whether inside or outside the Company’s usual business hours, constitute “works made for hire,” or contributions to such “works made for hire,” for all purposes hereunder, and for purposes of interpreting this Agreement under any and all provisions of the Copyright Act of 1976, 17 U.S.C. §§ 101 et. seq. To this effect, the Employee hereby agrees and acknowledges that for all purposes hereunder (including without limitation, the Employee’s creation of any and all Intellectual Property outside of the Company’s usual business hours), the exclusive copyright, right, title, and interest in and to any and all Intellectual Property created by the Employee within the scope of and during the Term of Employment, including but not limited to Intellectual Property created through the use of Company’s Confidential Information, shall vest in the Company, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. However, should any of the Intellectual Property created by the Employee during the term of Employee’s employment by the Company or during the term of Employee holding an ownership interest in the Company or its Affiliates not be found by a court of competent jurisdiction to be a “work made for hire” under the Copyright Act, the Employee, in consideration of Employee’s continued employment by the Company under this Agreement and Employee’s continued right to receive the benefits of ownership of the Company or its Affiliates, and of other good or valuable consideration, the receipt and adequacy of all of which the Employee hereby acknowledges on behalf of himself or herself, Employee’s assigns, executors, administrators, and legal representatives, hereby sells, assigns, transfers, and sets over unto the Company any copyright, right, title, and interest to any and all such Intellectual Property, regardless of such Intellectual Property’s legal statusEmployer, including, without limitation, all source any works of authorship resulting from Executive’s services during Executive’s employment with Employer and/or any of its affiliated companies and object codes to any works in progress resulting from such Intellectual Propertyservices, together with shall be works-made-for-hire and Employer shall be deemed the sole owner of any and all enhancementsrights of every nature in such works, modificationswhether such rights are now known or hereafter defined or discovered, with the right to use the works in perpetuity in any manner Employer determines in its sole discretion without any further payment to Executive. If, for any reason, any of such results and proceeds are not legally deemed a work-made-for-hire and/or there are any rights in such results and proceeds which do not accrue to Employer under the preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title and interest thereto, whether now known or derivative works based thereon. Nothing hereafter defined or discovered, and Employer shall have the right to use the work in this Section 12 perpetuity in any location and in any manner Employer determines in its sole discretion without any further payment to Executive. (B) Executive shall confer upon do any and all things which Employer may deem useful or desirable to establish or document Employer’s rights in any such results and proceeds, including, without limitation, the Employee (or constitute the Company’s admission that the Employee held or holds) any execution of appropriate copyright, righttrademark and/or patent applications, titleassignments or similar documents and, if Executive is unavailable or interestunwilling to execute such documents, Executive hereby irrevocably designates the Executive Vice President, General Counsel of Salem Media or his designee as Executive’s attorney-in-fact with the power to execute such documents on Executive’s behalf. To the extent Executive has any rights in any Intellectual Property to which the Company is solely entitled to hold copyright results and proceeds of Executive’s services under this Section 12(b). The Company shall Memorandum that cannot be entitled assigned as described above, Executive unconditionally and irrevocably waives the enforcement of such rights. (C) Works-made-for-hire do not include subject matter that meets all of the following criteria: (1) is conceived, developed and created by Executive on Executive’s own time without using the Employer’s equipment, supplies or facilities or any trade secrets of confidential information, (2) is unrelated to obtain the actual or reasonably anticipated Business or research and hold in its own name all registrations development of copyrights, trade secrets, trademarks Employer of which Executive is or becomes aware; and other proprietary or intellectual property rights with respect thereto. The Parties agree that the Company shall retain the original copies of all Intellectual Work Product pursuant to this Agreement, and all rights thereto(3) does not result from any work performed by Executive for Employer.

Work for Hire. Notwithstanding any other provisions (1) The results and proceeds of this Agreement Executive’s services to the contrary, the Employee further agrees and acknowledges that all original works of authorship, or contributions to such works, that are made by Employee, in whole or in part, either alone or with others, within the scope of and during Employee’s employment with the Company both before and during the Term of Employment, whether inside or outside the Company’s usual business hours, constitute “works made for hire,” or contributions to such “works made for hire,” for all purposes hereunder, and for purposes of interpreting this Agreement under any and all provisions of the Copyright Act of 1976, 17 U.S.C. §§ 101 et. seq. To this effect, the Employee hereby agrees and acknowledges that for all purposes hereunder (including without limitation, the Employee’s creation of any and all Intellectual Property outside of the Company’s usual business hours), the exclusive copyright, right, title, and interest in and to any and all Intellectual Property created by the Employee within the scope of and during the Term of Employment, including but not limited to Intellectual Property created through the use of Company’s Confidential Information, shall vest in the Company, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. However, should any of the Intellectual Property created by the Employee during the term of Employee’s employment by the Company or during the term of Employee holding an ownership interest in the Company or its Affiliates not be found by a court of competent jurisdiction to be a “work made for hire” under the Copyright Act, the Employee, in consideration of Employee’s continued employment by the Company under this Agreement and Employee’s continued right to receive the benefits of ownership of the Company or its Affiliates, and of other good or valuable consideration, the receipt and adequacy of all of which the Employee hereby acknowledges on behalf of himself or herself, Employee’s assigns, executors, administrators, and legal representatives, hereby sells, assigns, transfers, and sets over unto the Company any copyright, right, title, and interest to any and all such Intellectual Property, regardless of such Intellectual Property’s legal status, including, without limitation, all source any works of authorship resulting from Executive’s services during Executive’s employment with Company and/or any of its Affiliates and object codes to any works in progress resulting from such Intellectual Propertyservices, together with shall be works-made-for-hire and Company shall be deemed the sole owner of any and all enhancementsrights of every nature in such works, modificationswhether such rights are now known or hereafter defined or discovered, with the right to use the works in perpetuity in any manner Company determines in its sole discretion without any further payment to Executive. If, for any reason, any of such results and proceeds are not legally deemed a work-made-for-hire and/or there are any rights in such results and proceeds which do not accrue to Company under the preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title and interest thereto, whether now known or derivative works based thereonhereafter defined or discovered, and Company shall have the right to use the work in perpetuity in any location and in any manner Company determines in its sole discretion without any further payment to Executive. (2) Executive shall do any and all things which Company may deem useful or desirable to establish or document Company's rights in any such results and proceeds, including, without limitation, the execution of appropriate copyright, trademark and/or patent applications, assignments or similar documents and, if Executive is unavailable or unwilling to execute such documents, Executive hereby irrevocably designates the Chief Executive Officer of Parent or his designee as Executive’s attorney-in-fact with the power to execute such documents on Executive’s behalf. Nothing To the extent Executive has any rights in the results and proceeds of Executive’s services under this Section 12 shall confer upon Agreement that cannot be assigned as described above, Executive unconditionally and irrevocably waives the Employee enforcement of such rights. (or constitute 3) Works-made-for-hire do not include subject matter that meets all of the following criteria: (A) is conceived, developed and created by Executive on Executive’s own time without using the Company’s admission that or any of its Affiliate’s equipment, supplies or facilities or any trade secrets or confidential information, (B) is unrelated to the Employee held actual or holdsreasonably anticipated business or research and development of Company or any of its Affiliates of which Executive is or becomes aware; and (C) does not result from any copyright, right, title, work performed by Executive for Company or interest, in any Intellectual Property to which the Company is solely entitled to hold copyright under this Section 12(b). The Company shall be entitled to obtain and hold in of its own name all registrations of copyrights, trade secrets, trademarks and other proprietary or intellectual property rights with respect thereto. The Parties agree that the Company shall retain the original copies of all Intellectual Work Product pursuant to this Agreement, and all rights theretoAffiliates.

Work for Hire. Notwithstanding any other provisions (a) The results and proceeds of this Agreement Executive’s services to the contrary, the Employee further agrees and acknowledges that all original works of authorship, or contributions to such works, that are made by Employee, in whole or in part, either alone or with others, within the scope of and during Employee’s employment with the Company both before and during the Term of Employment, whether inside or outside the Company’s usual business hours, constitute “works made for hire,” or contributions to such “works made for hire,” for all purposes hereunder, and for purposes of interpreting this Agreement under any and all provisions of the Copyright Act of 1976, 17 U.S.C. §§ 101 et. seq. To this effect, the Employee hereby agrees and acknowledges that for all purposes hereunder (including without limitation, the Employee’s creation of any and all Intellectual Property outside of the Company’s usual business hours), the exclusive copyright, right, title, and interest in and to any and all Intellectual Property created by the Employee within the scope of and during the Term of Employment, including but not limited to Intellectual Property created through the use of Company’s Confidential Information, shall vest in the Company, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. However, should any of the Intellectual Property created by the Employee during the term of Employee’s employment by the Company or during the term of Employee holding an ownership interest in the Company or its Affiliates not be found by a court of competent jurisdiction to be a “work made for hire” under the Copyright Act, the Employee, in consideration of Employee’s continued employment by the Company under this Agreement and Employee’s continued right to receive the benefits of ownership of the Company or its Affiliates, and of other good or valuable consideration, the receipt and adequacy of all of which the Employee hereby acknowledges on behalf of himself or herself, Employee’s assigns, executors, administrators, and legal representatives, hereby sells, assigns, transfers, and sets over unto the Company any copyright, right, title, and interest to any and all such Intellectual Property, regardless of such Intellectual Property’s legal statusEmployer, including, without limitation, all source any works of authorship resulting from Executive’s services during Executive’s employment with Employer and/or any of its affiliated companies and object codes to any works in progress resulting from such Intellectual Propertyservices, together with shall be works-made-for-hire and Employer shall be deemed the sole owner of any and all enhancementsrights of every nature in such works, modificationswhether such rights are now known or hereafter defined or discovered, with the right to use the works in perpetuity in any manner Employer determines in its sole discretion without any further payment to Executive. If, for any reason, any of such results and proceeds are not legally deemed a work-made-for-hire and/or there are any rights in such results and proceeds which do not accrue to Employer under the preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title and interest thereto, whether now known or derivative works based thereonhereafter defined or discovered, and Employer shall have the right to use the work in perpetuity in any location and in any manner Employer determines in its sole discretion without any further payment to Executive. (b) Executive shall do any and all things which Employer may deem useful or desirable to establish or document Employer's rights in any such results and proceeds, including, without limitation, the execution of appropriate copyright, trademark and/or patent applications, assignments or similar documents and, if Executive is unavailable or unwilling to execute such documents, Executive hereby irrevocably designates the President & Chief Executive Officer of Employer or his designee as Executive’s attorney-in-fact with the power to execute such documents on Executive’s behalf. Nothing To the extent Executive has any rights in the results and proceeds of Executive’s services under this Memorandum that cannot be assigned as described above, Executive unconditionally and irrevocably waives the enforcement of such rights. (c) Works-made-for-hire do not include subject matter that meets all of the following criteria: (1) is conceived, developed and created by Executive on Executive’s own time without using the Employer’s equipment (other than the personal computer regularly used by Executive), supplies or facilities or any trade secrets of confidential information, (2) is unrelated to the actual or reasonably anticipated business or research and development of Employer of which Executive is or becomes aware; and (3) does not result from any work performed by Executive for Employer. (d) Notwithstanding anything in this Memorandum to the contrary, during the Term, Executive agrees that he shall, prior to exploiting a Corporate Opportunity (hereafter defined) for his own account or for the benefit of an immediate family member’s account, offer the Employer a right of first refusal with respect to such Corporate Opportunity. For purposes of this Section 12 5.2, "Corporate Opportunity" shall confer upon be broadly defined to include any business opportunity that is in the Employee (same or constitute a related business as any of the businesses in which the Company’s admission that , Salem or any of its Affiliates is involved or in which Executive learned of or discovered in the Employee held course of performing his duties to Employer, Salem or holdsany of its Affiliates. The determination as to whether a business opportunity constitutes a Corporate Opportunity shall be made by the Chairman of the Board and the President of Salem, and their determination shall be based on an evaluation of: (a) any copyright, right, title, or interest, in any Intellectual Property the extent to which the Company Corporate Opportunity is solely entitled within the Company's or any of its Affiliates' existing lines of business or its existing plans to hold copyright under this Section 12(b). The Company shall be entitled expand; (b) the extent to obtain and hold in which the Corporate Opportunity supplements the Company's or any of its own name all registrations Affiliates' existing lines of copyrights, trade secrets, trademarks and other proprietary activity or intellectual property rights with respect thereto. The Parties agree that complements the Company's or any of its Affiliates' existing methods of service; (c) whether the Company shall retain has available resources that can be utilized in connection with the original copies of all Intellectual Work Product pursuant to this Agreement, and all rights thereto.Corporate Opportunity; (

Work for Hire. Notwithstanding any other provisions of this Agreement to To the contrarymaximum extent permitted by applicable law, the Employee further agrees and acknowledges that all original works of authorship, or contributions to such works, that are made by Employee, in whole or in part, either alone or with others, within the scope of and during Employee’s employment with the Company both before shall be the sole and during the Term exclusive owner of Employment, whether inside or outside the Company’s usual business hours, constitute “works made for hire,” or contributions to such “works made for hire,” for all purposes hereunder, and for purposes of interpreting this Agreement under any and all provisions of the Copyright Act of 1976, 17 U.S.C. §§ 101 et. seq. To this effect, the Employee hereby agrees and acknowledges that for all purposes hereunder (including without limitation, the Employee’s creation of any and all Intellectual Property outside of the Company’s usual business hours), the exclusive copyright, right, title, title and interest in and to any and all Intellectual Property created works, materials, ideas, products, services, developments, projects and other matters developed, created, conceived, suggested, submitted or otherwise worked on by the Employee within the scope of and Employee, either solely or in collaboration with others, at any time during the Term of Employment, including but not limited to Intellectual Property created through the use of CompanyEmployee’s Confidential Information, shall vest in employment with the Company, and all other results and proceeds of services performed by Employee (collectively, the “Property”). In that connection, Employee acknowledges and agrees that all Property shall be considered a “work made for hire” for Company as that term is defined in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. However, should any §101 of the Intellectual 1976 Copyright Act. Employee will promptly disclose in writing to the Board of Directors complete information concerning all Property developed, created or conceived by Employee, either solely or in collaboration with others. To the Employee during extent the term of Employee’s employment by the Company Property, or during the term of Employee holding an ownership interest in the Company or its Affiliates not be found any portion thereof, is determined by a court of competent jurisdiction or administrative agency not to be a “work made for hire,” under Employee hereby assigns all proprietary rights in the Copyright ActProperty to Company without further compensation, the Employeeand further agrees to execute, in consideration of Employee’s continued employment without any further compensation, any and all documents deemed necessary or appropriate by the Company under this Agreement and Employee’s continued right to receive the benefits effectuate a complete transfer of ownership of all rights to Company throughout the universe. Employee also agrees that Company shall have the sole and exclusive right in perpetuity to use, exploit, distribute and otherwise turn to account any or all of the Property, and that Company may modify, change or alter all or any part of the Property, all as Company may determine from time to time in its sole discretion. Employee hereby waives any “artist’s rights” or “moral rights” which Employee might otherwise have in any Property. Employee hereby agrees that Company may modify or change any Property in its sole or absolute discretion without notice to or consent of Employee. Notwithstanding the foregoing, the term “Property” shall not apply to or include, and the Company shall have no rights in, any intellectual property then in the public domain, or its Affiliates, and of other good or valuable consideration, the receipt and adequacy of all of which the any intellectual property that Employee hereby acknowledges developed entirely on behalf of himself or herself, Employee’s assigns, executors, administrators, and legal representatives, hereby sells, assigns, transfers, and sets over unto the Company any copyright, right, title, and interest to any and all such Intellectual Property, regardless of such Intellectual Property’s legal status, including, own time without limitation, all source and object codes to such Intellectual Property, together with any and all enhancements, modifications, or derivative works based thereon. Nothing in this Section 12 shall confer upon the Employee (or constitute using the Company’s admission equipment, supplies, facilities, or trade secret information except for that intellectual property that either: (i) relates at the time of conception or reduction to practice of such intellectual property to the Company’s business, or actual or demonstrably anticipated research or development of the Company; or (ii) result from any work performed by the Employee held or holds) any copyright, right, title, or interest, in any Intellectual Property to which for the Company is solely entitled to hold copyright under this Section 12(b). The Company shall be entitled to obtain and hold in its own name all registrations of copyrights, trade secrets, trademarks and other proprietary or intellectual property rights with respect thereto. The Parties agree that the Company shall retain the original copies of all Intellectual Work Product pursuant to this Agreement, and all rights theretoCompany.

Work for Hire. Notwithstanding any other provisions A. The results and proceeds of this Agreement Executive’s services to the contrary, the Employee further agrees and acknowledges that all original works of authorship, or contributions to such works, that are made by Employee, in whole or in part, either alone or with others, within the scope of and during Employee’s employment with the Company both before and during the Term of Employment, whether inside or outside the Company’s usual business hours, constitute “works made for hire,” or contributions to such “works made for hire,” for all purposes hereunder, and for purposes of interpreting this Agreement under any and all provisions of the Copyright Act of 1976, 17 U.S.C. §§ 101 et. seq. To this effect, the Employee hereby agrees and acknowledges that for all purposes hereunder (including without limitation, the Employee’s creation of any and all Intellectual Property outside of the Company’s usual business hours), the exclusive copyright, right, title, and interest in and to any and all Intellectual Property created by the Employee within the scope of and during the Term of Employment, including but not limited to Intellectual Property created through the use of Company’s Confidential Information, shall vest in the Company, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. However, should any of the Intellectual Property created by the Employee during the term of Employee’s employment by the Company or during the term of Employee holding an ownership interest in the Company or its Affiliates not be found by a court of competent jurisdiction to be a “work made for hire” under the Copyright Act, the Employee, in consideration of Employee’s continued employment by the Company under this Agreement and Employee’s continued right to receive the benefits of ownership of the Company or its Affiliates, and of other good or valuable consideration, the receipt and adequacy of all of which the Employee hereby acknowledges on behalf of himself or herself, Employee’s assigns, executors, administrators, and legal representatives, hereby sells, assigns, transfers, and sets over unto the Company any copyright, right, title, and interest to any and all such Intellectual Property, regardless of such Intellectual Property’s legal statusEmployer, including, without limitation, all source any works of authorship resulting from Executive’s services during Executive’s employment with Employer and/or any of its affiliated companies and object codes to any works in progress resulting from such Intellectual Propertyservices, together with shall be works-made-for-hire and Employer shall be deemed the sole owner of any and all enhancementsrights of every nature in such works, modificationswhether such rights are now known or hereafter defined or discovered, with the right to use the works in perpetuity in any manner Employer determines in its sole discretion without any further payment to Executive. If, for any reason, any of such results and proceeds are not legally deemed a work-made-for-hire and/or there are any rights in such results and proceeds which do not accrue to Employer under the preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title and interest thereto, whether now known or derivative works based thereon. Nothing hereafter defined or discovered, and Employer shall have the right to use the work in this Section 12 perpetuity in any location and in any manner Employer determines in its sole discretion without any further payment to Executive. B. Executive shall confer upon do any and all things which Employer may deem useful or desirable to establish or document Employer’s rights in any such results and proceeds, including, without limitation, the Employee (or constitute the Company’s admission that the Employee held or holds) any execution of appropriate copyright, righttrademark and/or patent applications, titleassignments or similar documents and, if Executive is unavailable or interestunwilling to execute such documents, Executive hereby irrevocably designates the Executive Vice President, General Counsel of SMG or his designee as Executive’s attorney-in-fact with the power to execute such documents on Executive’s behalf. To the extent Executive has any rights in any Intellectual Property to which the Company is solely entitled to hold copyright results and proceeds of Executive’s services under this Section 12(b). The Company shall Memorandum that cannot be entitled assigned as described above, Executive unconditionally and irrevocably waives the enforcement of such rights. C. Works-made-for-hire do not include subject matter that meets all of the following criteria: (1) is conceived, developed and created by Executive on Executive’s own time without using the Employer’s equipment, supplies or facilities or any trade secrets of confidential information, (2) is unrelated to obtain the actual or reasonably anticipated Business or research and hold in its own name all registrations development of copyrights, trade secrets, trademarks Employer of which Executive is or becomes aware; and other proprietary or intellectual property rights with respect thereto. The Parties agree that the Company shall retain the original copies of all Intellectual Work Product pursuant to this Agreement, and all rights thereto(3) does not result from any work performed by Executive for Employer.

Work for Hire. Notwithstanding any other provisions (a) The results and proceeds of this Agreement Executive’s services to the contrary, the Employee further agrees and acknowledges that all original works of authorship, or contributions to such works, that are made by Employee, in whole or in part, either alone or with others, within the scope of and during Employee’s employment with the Company both before and during the Term of Employment, whether inside or outside the Company’s usual business hours, constitute “works made for hire,” or contributions to such “works made for hire,” for all purposes hereunder, and for purposes of interpreting this Agreement under any and all provisions of the Copyright Act of 1976, 17 U.S.C. §§ 101 et. seq. To this effect, the Employee hereby agrees and acknowledges that for all purposes hereunder (including without limitation, the Employee’s creation of any and all Intellectual Property outside of the Company’s usual business hours), the exclusive copyright, right, title, and interest in and to any and all Intellectual Property created by the Employee within the scope of and during the Term of Employment, including but not limited to Intellectual Property created through the use of Company’s Confidential Information, shall vest in the Company, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. However, should any of the Intellectual Property created by the Employee during the term of Employee’s employment by the Company or during the term of Employee holding an ownership interest in the Company or its Affiliates not be found by a court of competent jurisdiction to be a “work made for hire” under the Copyright Act, the Employee, in consideration of Employee’s continued employment by the Company under this Agreement and Employee’s continued right to receive the benefits of ownership of the Company or its Affiliates, and of other good or valuable consideration, the receipt and adequacy of all of which the Employee hereby acknowledges on behalf of himself or herself, Employee’s assigns, executors, administrators, and legal representatives, hereby sells, assigns, transfers, and sets over unto the Company any copyright, right, title, and interest to any and all such Intellectual Property, regardless of such Intellectual Property’s legal statusEmployer, including, without limitation, all source any works of authorship resulting from Executive’s services during Executive’s employment with Employer and/or any of its affiliated companies and object codes to any works in progress resulting from such Intellectual Propertyservices, together with shall be works-made-for-hire and Employer shall be deemed the sole owner of any and all enhancementsrights of every nature in such works, modificationswhether such rights are now known or hereafter defined or discovered, with the right to use the works in perpetuity in any manner Employer determines in its sole discretion without any further payment to Executive. If, for any reason, any of such results and proceeds are not legally deemed a work-made-for-hire and/or there are any rights in such results and proceeds which do not accrue to Employer under the preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title and interest thereto, whether now known or derivative works based thereonhereafter defined or discovered, and Employer shall have the right to use the work in perpetuity in any location and in any manner Employer determines in its sole discretion without any further payment to Executive. (b) Executive shall do any and all things which Employer may deem useful or desirable to establish or document Employer's rights in any such results and proceeds, including, without limitation, the execution of appropriate copyright, trademark and/or patent applications, assignments or similar documents and, if Executive is unavailable or unwilling to execute such documents, Executive hereby irrevocably designates the Chief Executive Officer of Employer or his designee as Executive’s attorney-in-fact with the power to execute such documents on Executive’s behalf. Nothing To the extent Executive has any rights in the results and proceeds of Executive’s services under this Memorandum that cannot be assigned as described above, Executive unconditionally and irrevocably waives the enforcement of such rights. (c) Works-made-for-hire do not include subject matter that meets all of the following criteria: (1) is conceived, developed and created by Executive on Executive’s own time without using the Employer’s equipment (other than the personal computer, tablet or mobile phone regularly used by Executive), supplies or facilities or any trade secrets of confidential information, (2) is unrelated to the actual or reasonably anticipated business or research and development of Employer of which Executive is or becomes aware; and (3) does not result from any work performed by Executive for Employer. (d) Notwithstanding anything in this Memorandum to the contrary, during the Term, Executive agrees that he shall, prior to exploiting a Corporate Opportunity (hereafter defined) for his own account or for the benefit of an immediate family member’s account, offer the Employer a right of first refusal with respect to such Corporate Opportunity. For purposes of this Section 12 5.2, "Corporate Opportunity" shall confer upon be broadly defined to include any business opportunity that is in the Employee same or a related business as any of the businesses in which Employer, Salem or any of its affiliates is involved or in which Executive learned of or discovered in the course of performing his duties to Employer, Salem or any of its affiliates. The determination as to whether a business opportunity constitutes a Corporate Opportunity shall be made by the Chairman of the Board and the Chief Executive Officer of Salem, and their determination shall be based on an evaluation of: (or constitute a) the Company’s admission that the Employee held or holds) any copyright, right, title, or interest, in any Intellectual Property extent to which the Company Corporate Opportunity is solely entitled within Salem’s or any of its affiliates' existing lines of business or its existing plans to hold copyright expand; (b) the extent to which the Corporate Opportunity supplements Salem’s or any of its affiliates' existing lines of activity or complements Salem’s or any of its affiliates' existing methods of service; (c) whether Salem has available resources that can be utilized in connection with the Corporate Opportunity; (d) whether Salem is legally or contractually barred from utilizing the Corporate Opportunity; (e) the extent to which utilization of the Corporate Opportunity by Executive would create conflicts of interest with Salem or any of its affiliates; and (f) any other factors they deem appropriate under this Section 12(b). The Company shall be entitled to obtain and hold in its own name all registrations of copyrights, trade secrets, trademarks and other proprietary or intellectual property rights with respect thereto. The Parties agree that the Company shall retain the original copies of all Intellectual Work Product pursuant to this Agreement, and all rights theretocircumstances.

Work for Hire. Notwithstanding any other provisions (A) The results and proceeds of this Agreement Executive’s services to the contrary, the Employee further agrees and acknowledges that all original works of authorship, or contributions to such works, that are made by Employee, in whole or in part, either alone or with others, within the scope of and during Employee’s employment with the Company both before and during the Term of Employment, whether inside or outside the Company’s usual business hours, constitute “works made for hire,” or contributions to such “works made for hire,” for all purposes hereunder, and for purposes of interpreting this Agreement under any and all provisions of the Copyright Act of 1976, 17 U.S.C. §§ 101 et. seq. To this effect, the Employee hereby agrees and acknowledges that for all purposes hereunder (including without limitation, the Employee’s creation of any and all Intellectual Property outside of the Company’s usual business hours), the exclusive copyright, right, title, and interest in and to any and all Intellectual Property created by the Employee within the scope of and during the Term of Employment, including but not limited to Intellectual Property created through the use of Company’s Confidential Information, shall vest in the Company, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. However, should any of the Intellectual Property created by the Employee during the term of Employee’s employment by the Company or during the term of Employee holding an ownership interest in the Company or its Affiliates not be found by a court of competent jurisdiction to be a “work made for hire” under the Copyright Act, the Employee, in consideration of Employee’s continued employment by the Company under this Agreement and Employee’s continued right to receive the benefits of ownership of the Company or its Affiliates, and of other good or valuable consideration, the receipt and adequacy of all of which the Employee hereby acknowledges on behalf of himself or herself, Employee’s assigns, executors, administrators, and legal representatives, hereby sells, assigns, transfers, and sets over unto the Company any copyright, right, title, and interest to any and all such Intellectual Property, regardless of such Intellectual Property’s legal statusEmployer, including, without limitation, all source any works of authorship resulting from Executive’s services during Executive’s employment with Employer and/or any of its affiliated companies and object codes to any works in progress resulting from such Intellectual Propertyservices, together with shall be works-made-for-hire and Employer shall be deemed the sole owner of any and all enhancementsrights of every nature in such works, modificationswhether such rights are now known or hereafter defined or discovered, with the right to use the works in perpetuity in any manner Employer determines in its sole discretion without any further payment to Executive. If, for any reason, any of such results and proceeds are not legally deemed a work-made-for-hire and/or there are any rights in such results and proceeds which do not accrue to Employer under the preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title and interest thereto, whether now known or derivative works based thereon. Nothing hereafter defined or discovered, and Employer shall have the right to use the work in this Section 12 perpetuity in any location and in any manner Employer determines in its sole discretion without any further payment to Executive. (B) Executive shall confer upon do any and all things which Employer may deem useful or desirable to establish or document Employer’s rights in any such results and proceeds, including, without limitation, the Employee (or constitute the Company’s admission that the Employee held or holds) any execution of appropriate copyright, righttrademark and/or patent applications, titleassignments or similar documents and, if Executive is unavailable or interestunwilling to execute such documents, Executive hereby irrevocably designates the COO of Salem Media or his designee as Executive’s attorney-in-fact with the power to execute such documents on Executive’s behalf. To the extent Executive has any rights in any Intellectual Property to which the Company is solely entitled to hold copyright results and proceeds of Executive’s services under this Section 12(b). The Company shall Memorandum that cannot be entitled assigned as described above, Executive unconditionally and irrevocably waives the enforcement of such rights. (C) Works-made-for-hire do not include subject matter that meets all of the following criteria: (i) is conceived, developed and created by Executive on Executive’s own time without using the Employer’s equipment, supplies or facilities or any trade secrets of confidential information, (ii) is unrelated to obtain the actual or reasonably anticipated Business or research and hold in its own name all registrations development of copyrights, trade secrets, trademarks Employer of which Executive is or becomes aware; and other proprietary or intellectual property rights with respect thereto. The Parties agree that the Company shall retain the original copies of all Intellectual Work Product pursuant to this Agreement, and all rights thereto(iii) does not result from any work performed by Executive for Employer.

Work for Hire. Notwithstanding any other provisions (A) The results and proceeds of this Agreement Executive’s services to the contrary, the Employee further agrees and acknowledges that all original works of authorship, or contributions to such works, that are made by Employee, in whole or in part, either alone or with others, within the scope of and during Employee’s employment with the Company both before and during the Term of Employment, whether inside or outside the Company’s usual business hours, constitute “works made for hire,” or contributions to such “works made for hire,” for all purposes hereunder, and for purposes of interpreting this Agreement under any and all provisions of the Copyright Act of 1976, 17 U.S.C. §§ 101 et. seq. To this effect, the Employee hereby agrees and acknowledges that for all purposes hereunder (including without limitation, the Employee’s creation of any and all Intellectual Property outside of the Company’s usual business hours), the exclusive copyright, right, title, and interest in and to any and all Intellectual Property created by the Employee within the scope of and during the Term of Employment, including but not limited to Intellectual Property created through the use of Company’s Confidential Information, shall vest in the Company, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. However, should any of the Intellectual Property created by the Employee during the term of Employee’s employment by the Company or during the term of Employee holding an ownership interest in the Company or its Affiliates not be found by a court of competent jurisdiction to be a “work made for hire” under the Copyright Act, the Employee, in consideration of Employee’s continued employment by the Company under this Agreement and Employee’s continued right to receive the benefits of ownership of the Company or its Affiliates, and of other good or valuable consideration, the receipt and adequacy of all of which the Employee hereby acknowledges on behalf of himself or herself, Employee’s assigns, executors, administrators, and legal representatives, hereby sells, assigns, transfers, and sets over unto the Company any copyright, right, title, and interest to any and all such Intellectual Property, regardless of such Intellectual Property’s legal statusEmployer, including, without limitation, all source any works of authorship resulting from Executive’s services during Executive’s employment with Employer and/or any of its affiliated companies and object codes to any works in progress resulting from such Intellectual Propertyservices, together with shall be works-made-for-hire and Employer shall be deemed the sole owner of any and all enhancementsrights of every nature in such works, modificationswhether such rights are now known or hereafter defined or discovered, with the right to use the works in perpetuity in any manner Employer determines in its sole discretion without any further payment to Executive. If, for any reason, any of such results and proceeds are not legally deemed a work-made-for-hire and/or there are any rights in such results and proceeds which do not accrue to Employer under the preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title and interest thereto, whether now known or derivative works based thereon. Nothing hereafter defined or discovered, and Employer shall have the right to use the work in this Section 12 perpetuity in any location and in any manner Employer determines in its sole discretion without any further payment to Executive. (B) Executive shall confer upon do any and all things which Employer may deem useful or desirable to establish or document Employer’s rights in any such results and proceeds, including, without limitation, the Employee (or constitute the Company’s admission that the Employee held or holds) any execution of appropriate copyright, righttrademark and/or patent applications, titleassignments or similar documents and, if Executive is unavailable or interestunwilling to execute such documents, Executive hereby irrevocably designates the Executive Vice President, General Counsel of SMG or his designee as Executive’s attorney-in-fact with the power to execute such documents on Executive’s behalf. To the extent Executive has any rights in any Intellectual Property to which the Company is solely entitled to hold copyright results and proceeds of Executive’s services under this Section 12(b). The Company shall Memorandum that cannot be entitled assigned as described above, Executive unconditionally and irrevocably waives the enforcement of such rights. (C) Works-made-for-hire do not include subject matter that meets all of the following criteria: (1) is conceived, developed and created by Executive on Executive’s own time without using the Employer’s equipment, supplies or facilities or any trade secrets of confidential information, (2) is unrelated to obtain the actual or reasonably anticipated Business or research and hold in its own name all registrations development of copyrights, trade secrets, trademarks Employer of which Executive is or becomes aware; and other proprietary or intellectual property rights with respect thereto. The Parties agree that the Company shall retain the original copies of all Intellectual Work Product pursuant to this Agreement, and all rights thereto(3) does not result from any work performed by Executive for Employer.

Work for Hire. Notwithstanding any other provisions (1) The results and proceeds of this Agreement Executive’s services to the contrary, the Employee further agrees and acknowledges that all original works of authorship, or contributions to such works, that are made by Employee, in whole or in part, either alone or with others, within the scope of and during Employee’s employment with the Company both before and during the Term of Employment, whether inside or outside the Company’s usual business hours, constitute “works made for hire,” or contributions to such “works made for hire,” for all purposes hereunder, and for purposes of interpreting this Agreement under any and all provisions of the Copyright Act of 1976, 17 U.S.C. §§ 101 et. seq. To this effect, the Employee hereby agrees and acknowledges that for all purposes hereunder (including without limitation, the Employee’s creation of any and all Intellectual Property outside of the Company’s usual business hours), the exclusive copyright, right, title, and interest in and to any and all Intellectual Property created by the Employee within the scope of and during the Term of Employment, including but not limited to Intellectual Property created through the use of Company’s Confidential Information, shall vest in the Company, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. However, should any of the Intellectual Property created by the Employee during the term of Employee’s employment by the Company or during the term of Employee holding an ownership interest in the Company or its Affiliates not be found by a court of competent jurisdiction to be a “work made for hire” under the Copyright Act, the Employee, in consideration of Employee’s continued employment by the Company under this Agreement and Employee’s continued right to receive the benefits of ownership of the Company or its Affiliates, and of other good or valuable consideration, the receipt and adequacy of all of which the Employee hereby acknowledges on behalf of himself or herself, Employee’s assigns, executors, administrators, and legal representatives, hereby sells, assigns, transfers, and sets over unto the Company any copyright, right, title, and interest to any and all such Intellectual Property, regardless of such Intellectual Property’s legal status, including, without limitation, all source any works of authorship resulting from Executive’s services during Executive’s employment with Company and/or any of its Affiliates and object codes to any works in progress resulting from such Intellectual Propertyservices, together with shall be works-made-for-hire and Company shall be deemed the sole owner of any and all enhancementsrights of every nature in such works, modificationswhether such rights are now known or hereafter defined or discovered, with the right to use the works in perpetuity in any manner Company determines in its sole discretion without any further payment to Executive. If, for any reason, any of such results and proceeds are not legally deemed a work-made-for-hire and/or there are any rights in such results and proceeds which do not accrue to Company under the preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title and interest thereto, whether now known or derivative works based thereonhereafter defined or discovered, and Company shall have the right to use the work in perpetuity in any location and in any manner Company determines in its sole discretion without any further payment to Executive. (2) Executive shall do any and all things which Company may deem useful or desirable to establish or document Company's rights in any such results and proceeds, including, without limitation, the execution of appropriate copyright, trademark and/or patent applications, assignments or similar documents and, if Executive is unavailable or unwilling to execute such documents, Executive hereby irrevocably designates the Chief Executive Officer or his designee as Executive’s attorney-in-fact with the power to execute such documents on Executive’s behalf. Nothing To the extent Executive has any rights in the results and proceeds of Executive’s services under this Section 12 shall confer upon Agreement that cannot be assigned as described above, Executive unconditionally and irrevocably waives the Employee enforcement of such rights. (or constitute 3) Works-made-for-hire do not include subject matter that meets all of the following criteria: (A) is conceived, developed and created by Executive on Executive’s own time without using the Company’s admission that or any of its Affiliate’s equipment, supplies or facilities or any trade secrets or confidential information, (B) is unrelated to the Employee held actual or holdsreasonably anticipated business or research and development of Company or any of its Affiliates of which Executive is or becomes aware; and (C) does not result from any copyright, right, title, work performed by Executive for Company or interest, in any Intellectual Property to which the Company is solely entitled to hold copyright under this Section 12(b). The Company shall be entitled to obtain and hold in of its own name all registrations of copyrights, trade secrets, trademarks and other proprietary or intellectual property rights with respect thereto. The Parties agree that the Company shall retain the original copies of all Intellectual Work Product pursuant to this Agreement, and all rights theretoAffiliates.

Work for Hire. Notwithstanding any other provisions (A) The results and proceeds of this Agreement Executive’s services to the contrary, the Employee further agrees and acknowledges that all original works of authorship, or contributions to such works, that are made by Employee, in whole or in part, either alone or with others, within the scope of and during Employee’s employment with the Company both before and during the Term of Employment, whether inside or outside the Company’s usual business hours, constitute “works made for hire,” or contributions to such “works made for hire,” for all purposes hereunder, and for purposes of interpreting this Agreement under any and all provisions of the Copyright Act of 1976, 17 U.S.C. §§ 101 et. seq. To this effect, the Employee hereby agrees and acknowledges that for all purposes hereunder (including without limitation, the Employee’s creation of any and all Intellectual Property outside of the Company’s usual business hours), the exclusive copyright, right, title, and interest in and to any and all Intellectual Property created by the Employee within the scope of and during the Term of Employment, including but not limited to Intellectual Property created through the use of Company’s Confidential Information, shall vest in the Company, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. However, should any of the Intellectual Property created by the Employee during the term of Employee’s employment by the Company or during the term of Employee holding an ownership interest in the Company or its Affiliates not be found by a court of competent jurisdiction to be a “work made for hire” under the Copyright Act, the Employee, in consideration of Employee’s continued employment by the Company under this Agreement and Employee’s continued right to receive the benefits of ownership of the Company or its Affiliates, and of other good or valuable consideration, the receipt and adequacy of all of which the Employee hereby acknowledges on behalf of himself or herself, Employee’s assigns, executors, administrators, and legal representatives, hereby sells, assigns, transfers, and sets over unto the Company any copyright, right, title, and interest to any and all such Intellectual Property, regardless of such Intellectual Property’s legal statusEmployer, including, without limitation, all source any works of authorship resulting from Executive’s services during Executive’s employment with Employer and/or any of its affiliated companies and object codes to any works in progress resulting from such Intellectual Propertyservices, together with shall be works-made-for-hire and Employer shall be deemed the sole owner of any and all enhancementsrights of every nature in such works, modificationswhether such rights are now known or hereafter defined or discovered, with the right to use the works in perpetuity in any manner Employer determines in its sole discretion without any further payment to Executive. If, for any reason, any of such results and proceeds are not legally deemed a work-made-for-hire and/or there are any rights in such results and proceeds which do not accrue to Employer under the preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title and interest thereto, whether now known or derivative works based thereon. Nothing hereafter defined or discovered, and Employer shall have the right to use the work in this Section 12 perpetuity in any location and in any manner Employer determines in its sole discretion without any further payment to Executive. (B) Executive shall confer upon do any and all things which Employer may deem useful or desirable to establish or document Employer’s rights in any such results and proceeds, including, without limitation, the Employee (or constitute the Company’s admission that the Employee held or holds) any execution of appropriate copyright, righttrademark and/or patent applications, titleassignments or similar documents and, if Executive is unavailable or interestunwilling to execute such documents, Executive hereby irrevocably designates the President of Salem Media or his designee as Executive’s attorney-in-fact with the power to execute such documents on Executive’s behalf. To the extent Executive has any rights in any Intellectual Property to which the Company is solely entitled to hold copyright results and proceeds of Executive’s services under this Section 12(b). The Company shall Memorandum that cannot be entitled assigned as described above, Executive unconditionally and irrevocably waives the enforcement of such rights. (C) Works-made-for-hire do not include subject matter that meets all of the following criteria: (i) is conceived, developed and created by Executive on Executive’s own time without using the Employer’s equipment, supplies or facilities or any trade secrets of confidential information, (ii) is unrelated to obtain the actual or reasonably anticipated Business or research and hold in its own name all registrations development of copyrights, trade secrets, trademarks Employer of which Executive is or becomes aware; and other proprietary or intellectual property rights with respect thereto. The Parties agree that the Company shall retain the original copies of all Intellectual Work Product pursuant to this Agreement, and all rights thereto(iii) does not result from any work performed by Executive for Employer.

Work for Hire. Notwithstanding any other provisions (1) The results and proceeds of this Agreement Executive’s services to the contrary, the Employee further agrees and acknowledges that all original works of authorship, or contributions to such works, that are made by Employee, in whole or in part, either alone or with others, within the scope of and during Employee’s employment with the Company both before and during the Term of Employment, whether inside or outside the Company’s usual business hours, constitute “works made for hire,” or contributions to such “works made for hire,” for all purposes hereunder, and for purposes of interpreting this Agreement under any and all provisions of the Copyright Act of 1976, 17 U.S.C. §§ 101 et. seq. To this effect, the Employee hereby agrees and acknowledges that for all purposes hereunder (including without limitation, the Employee’s creation of any and all Intellectual Property outside of the Company’s usual business hours), the exclusive copyright, right, title, and interest in and to any and all Intellectual Property created by the Employee within the scope of and during the Term of Employment, including but not limited to Intellectual Property created through the use of Company’s Confidential Information, shall vest in the Company, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. However, should any of the Intellectual Property created by the Employee during the term of Employee’s employment by the Company or during the term of Employee holding an ownership interest in the Company or its Affiliates not be found by a court of competent jurisdiction to be a “work made for hire” under the Copyright Act, the Employee, in consideration of Employee’s continued employment by the Company under this Agreement and Employee’s continued right to receive the benefits of ownership of the Company or its Affiliates, and of other good or valuable consideration, the receipt and adequacy of all of which the Employee hereby acknowledges on behalf of himself or herself, Employee’s assigns, executors, administrators, and legal representatives, hereby sells, assigns, transfers, and sets over unto the Company any copyright, right, title, and interest to any and all such Intellectual Property, regardless of such Intellectual Property’s legal status, including, without limitation, all source any works of authorship resulting from Executive’s services during and object codes to within the scope of Executive’s employment with Company and/or any of its Affiliates and any works in progress resulting from such Intellectual Propertyservices, together with shall be works-made-for-hire and Company shall be deemed the sole owner of any and all enhancementsrights of every nature in such works, modificationswhether such rights are now known or hereafter defined or discovered, with the right to use the works in perpetuity in any manner Company determines in its sole discretion without any further payment to Executive. If, for any reason, any of such results and proceeds are not legally deemed a work-made-for-hire and/or there are any rights in such results and proceeds which do not accrue to Company under the preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title and interest thereto, whether now known or derivative works based thereon. Nothing hereafter defined or discovered, and Company shall have the right to use the work in this Section 12 perpetuity in any location and in any manner Company determines in its sole discretion without any further payment to Executive. (2) Executive shall confer upon the Employee (do any and all things which Company may reasonably deem useful or constitute desirable, at the Company’s admission that sole expense, to establish or document Company’s rights in any such results and proceeds, including, without limitation, the Employee held or holds) any execution of appropriate copyright, righttrademark and/or patent applications, titleassignments or similar documents and, if Executive is unavailable or interestunwilling to execute such documents, Executive hereby irrevocably designates the Chairman of the Board of Directors of Parent or his designee as Executive’s attorney-in-fact with the power to execute such documents on Executive’s behalf. To the extent Executive has any rights in any Intellectual Property to which the Company is solely entitled to hold copyright results and proceeds of Executive’s services under this Section 12(b). The Agreement that cannot be assigned as described above, Executive unconditionally and irrevocably waives the enforcement of such rights. (3) Works-made-for-hire do not include subject matter that meets all of the following criteria: (A) is conceived, developed and created by Executive on Executive’s own time without using the Company’s or any of its Affiliate’s equipment, supplies or facilities or any trade secrets or confidential information, (B) is unrelated to the actual or reasonably anticipated business or research and development of Company shall be entitled to obtain or any of its Affiliates of which Executive is or becomes aware; and hold in (C) does not result from any work performed by Executive for Company or any of its own name all registrations of copyrights, trade secrets, trademarks and other proprietary or intellectual property rights with respect thereto. The Parties agree that the Company shall retain the original copies of all Intellectual Work Product pursuant to this Agreement, and all rights theretoAffiliates.

Work for Hire. Notwithstanding (a) The Parties intend that each Work Product that is a work of authorship shall be deemed a "work made for hire" within the meaning of the copyright laws of the United States and any similar laws of other provisions of this Agreement to jurisdictions. To the contraryextent, the Employee further agrees and acknowledges that all original works of authorship, or contributions to such worksif any, that are made by EmployeeADFORCE or its Personnel have rights in any Work Product notwithstanding the foregoing, in whole or in part, either alone or with others, within the scope of and during Employee’s employment with the Company both before and during the Term of Employment, whether inside or outside the Company’s usual business hours, constitute “works including because a Work Product does not qualify as a "work made for hire,” or contributions " ADFORCE hereby irrevocably assigns to such “works made for hire,” for all purposes hereunderNETSCAPE, and for purposes of interpreting this Agreement under any agrees that NETSCAPE shall be the sole and exclusive owner of, all provisions of the Copyright Act of 1976, 17 U.S.C. §§ 101 et. seq. To this effect, the Employee hereby agrees and acknowledges that for all purposes hereunder (including without limitation, the Employee’s creation of any and all Intellectual Property outside of the Company’s usual business hours), the exclusive copyright, right, title, title and interest in and to any and all Intellectual Property created by the Employee within the scope of and during the Term of EmploymentWork Product, including but not limited all patent, copyright, trade secret and other proprietary rights therein that may be secured in any place under laws now or hereafter in effect. (b) To extent that ADFORCE provides Development Services in support of any modification of the Technology, NETSCAPE hereby grants to Intellectual Property created through ADFORCE a perpetual, worldwide, nonexclusive, nontransferable license to use, reproduce, adapt, transmit, perform and display such modification in connection with the use provision of Company’s Confidential Information, shall vest such Development Services and for no other purpose without NETSCAPE's prior written approval. In the event that ADFORCE desires to integrate such modification in the CompanyTechnology and obtains NETSCAPE's approval thereto, in perpetuity then ADFORCE shall reimburse NETSCAPE for any payment made by NETSCAPE for such Development Services, or for the longest period otherwise permitted waive such payment by law, without the necessity of further consideration. However, should any of the Intellectual Property created by the Employee during the term of Employee’s employment by the Company or during the term of Employee holding an ownership interest in the Company or its Affiliates not be found by a court of competent jurisdiction to be a “work made for hire” under the Copyright Act, the EmployeeNETSCAPE, in consideration for the grant of Employee’s continued employment such license to ADFORCE. ADFORCE may exercise its rights under the foregoing license through Personnel who are obligated by the Company under this Agreement written agreement to maintain such modification in confidence and Employee’s continued right restrict their use of such modification pursuant to receive the benefits of ownership of the Company or its Affiliates, terms comparable to those set forth in Article 13. (c) ADFORCE shall have valid and of other good or valuable consideration, the receipt and adequacy of enforceable written agreements with all of which its Personnel providing Development Services hereunder containing confidentiality and nondisclosure obligations comparable in scope to those set forth in Article 13 and giving ADFORCE all rights and authority necessary to effectuate the Employee hereby acknowledges on behalf provisions of himself or herself, Employee’s assigns, executors, administrators, and legal representatives, hereby sells, assigns, transfers, and sets over unto the Company any copyright, right, title, and interest to any and all such Intellectual Property, regardless of such Intellectual Property’s legal status, including, without limitation, all source and object codes to such Intellectual Property, together with any and all enhancements, modifications, or derivative works based thereon. Nothing in this Section 12 shall confer upon the Employee (or constitute the Company’s admission that the Employee held or holds) any copyright, right, title, or interest, in any Intellectual Property to which the Company is solely entitled to hold copyright under this Section 12(b). The Company shall be entitled to obtain and hold in its own name all registrations of copyrights, trade secrets, trademarks and other proprietary or intellectual property rights with respect thereto. The Parties agree that the Company shall retain the original copies of all Intellectual Work Product pursuant to this Agreement, and all rights thereto5.

Work for Hire. Notwithstanding Employee agrees that the Company will own and control all worldwide rights in and to the results, products and proceeds of Employee’s services called for hereunder, including but not limited to any and all business plans, copyrights, trademarks, service marks, all intellectual property, ideas, concepts, designs, creations, formats, drawings, images, digital information, visual creations, audiovisual creations, or any other provisions materials of this Agreement to the contraryany kind, the whether finished or not, created, developed and/or produced by Employee further agrees and acknowledges that all original works of authorship, or contributions to such works, that are made by Employee, in whole or in part, either alone or with others, within the scope of and during Employee’s employment with the Company both before and during in connection with the Term of Employment, whether inside or outside the Company’s usual business hours, constitute “works made services performed for hire,” or contributions to such “works made for hire,” for all purposes hereunder, and for purposes of interpreting this Agreement under any and all provisions of the Copyright Act of 1976, 17 U.S.C. §§ 101 et. seq. To this effectCompany (herein, the Employee hereby agrees “Work”) — provided such work is undertaken exclusively for the Company and acknowledges that for all purposes hereunder (including without limitation, is in the Employee’s creation of any and all Intellectual Property outside scope of the Company’s usual business hours), the exclusive copyright, right, title, and interest in and to any and all Intellectual Property created by the activities given its current operating status. The Employee agrees such Work will be constituted as “Works-Made-for-Hire” for Company within the scope meaning of and during the Term of Employment, including but not limited to Intellectual Property created through the use of Company’s Confidential Information, shall vest in the Company, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. However, should any of the Intellectual Property created by the Employee during the term of Employee’s employment by the Company or during the term of Employee holding an ownership interest in the Company or its Affiliates not be found by a court of competent jurisdiction to be a “work made for hire” under the U.S. Copyright Act, the Employee, in consideration of Employee’s continued employment by the Company under this Agreement and Employee’s continued right to receive the benefits of ownership of the Company or its Affiliates, and of other good or valuable consideration, the receipt and adequacy of all of which the Employee hereby acknowledges on behalf of himself or herself, Employee’s assigns, executors, administrators, and legal representatives, hereby sells, assigns, transfers, and sets over unto the Company any copyright, right, title, and interest to any and all such Intellectual Property, regardless of such Intellectual Property’s legal status, including, without limitation, all source and object codes to such Intellectual Property, together with any and all enhancements, modifications, or derivative works based thereon. Nothing in this Section 12 shall confer upon the Employee (or constitute the Company’s admission that the Employee held or holds) any copyright, right, title, or interest, in any Intellectual Property to which the Company is solely entitled to hold copyright under this Section 12(b). The Company shall be entitled to obtain and hold in its own name all registrations of copyrights, trade secrets, trademarks Law and other proprietary or intellectual property rights with respect theretoapplicable laws. The Parties agree Accordingly, Employee agrees that the Company shall retain be considered the original copies author and the sole and exclusive owner of the Work and all Intellectual right, title and interest therein – provided such work is undertaken exclusively for the Company and is in the scope of the Company’s activities given its current operating status. If under any applicable law the fact that the Work Product pursuant is a Work-Made-for-Hire is not effective to this Agreement, place authorship and ownership of the Work and all rights theretotherein in Company, then to the fullest extent allowable and for the full term of protection otherwise accorded to Employee under applicable law, Employee hereby irrevocably assigns and transfers to Company all worldwide right, title and interest therein (including the entire copyright and all rental and neighboring rights) and the exclusive right, throughout the universe and in perpetuity, in all media now known or hereafter devised, to use and exploit the Work and to assign or license to others the right to use and exploit the Work – provided such work is undertaken exclusively for the Company and is in the scope of the Company’s activities given its current operating status. Employee agrees to reserve no rights in the Work – provided such work is undertaken exclusively for the Company and is in the scope of the Company’s activities given its current operating status. Employee agrees he will sign and provide any further documents requested by Company to reflect Company’s ownership in the Work and, in the event of Employee’s failure to deliver the same, Employee hereby irrevocable appoints the Company as their attorney-in-fact to sign such worldwide documents on Employee’s behalf in perpetuity – provided such work is undertaken exclusively for the Company and is in the scope of the Company’s activities given its current operating status. The appointment of the Power of Attorney shall be a power coupled with an interest.

Work for Hire. Notwithstanding any other provisions A. The results and proceeds of this Agreement Executive’s services to the contrary, the Employee further agrees and acknowledges that all original works of authorship, or contributions to such works, that are made by Employee, in whole or in part, either alone or with others, within the scope of and during Employee’s employment with the Company both before and during the Term of Employment, whether inside or outside the Company’s usual business hours, constitute “works made for hire,” or contributions to such “works made for hire,” for all purposes hereunder, and for purposes of interpreting this Agreement under any and all provisions of the Copyright Act of 1976, 17 U.S.C. §§ 101 et. seq. To this effect, the Employee hereby agrees and acknowledges that for all purposes hereunder (including without limitation, the Employee’s creation of any and all Intellectual Property outside of the Company’s usual business hours), the exclusive copyright, right, title, and interest in and to any and all Intellectual Property created by the Employee within the scope of and during the Term of Employment, including but not limited to Intellectual Property created through the use of Company’s Confidential Information, shall vest in the Company, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. However, should any of the Intellectual Property created by the Employee during the term of Employee’s employment by the Company or during the term of Employee holding an ownership interest in the Company or its Affiliates not be found by a court of competent jurisdiction to be a “work made for hire” under the Copyright Act, the Employee, in consideration of Employee’s continued employment by the Company under this Agreement and Employee’s continued right to receive the benefits of ownership of the Company or its Affiliates, and of other good or valuable consideration, the receipt and adequacy of all of which the Employee hereby acknowledges on behalf of himself or herself, Employee’s assigns, executors, administrators, and legal representatives, hereby sells, assigns, transfers, and sets over unto the Company any copyright, right, title, and interest to any and all such Intellectual Property, regardless of such Intellectual Property’s legal statusEmployer, including, without limitation, all source any works of authorship resulting from Executive’s services during Executive’s employment with Employer and/or any of its affiliated companies and object codes to any works in progress resulting from such Intellectual Propertyservices, together with shall be works-made-for-hire and Employer shall be deemed the sole owner of any and all enhancementsrights of every nature in such works, modificationswhether such rights are now known or hereafter defined or discovered, with the right to use the works in perpetuity in any manner Employer determines in its sole discretion without any further payment to Executive. If, for any reason, any of such results and proceeds are not legally deemed a work-made-for-hire and/or there are any rights in such results and proceeds which do not accrue to Employer under the preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title and interest thereto, whether now known or derivative works based thereon. Nothing hereafter defined or discovered, and Employer shall have the right to use the work in this Section 12 perpetuity in any location and in any manner Employer determines in its sole discretion without any further payment to Executive. B. Executive shall confer upon do any and all things which Employer may deem useful or desirable to establish or document Employer’s rights in any such results and proceeds, including, without limitation, the Employee (or constitute the Company’s admission that the Employee held or holds) any execution of appropriate copyright, righttrademark and/or patent applications, titleassignments or similar documents and, if Executive is unavailable or interestunwilling to execute such documents, Executive hereby irrevocably designates the Executive Vice President, General Counsel of Salem Media or his designee as Executive’s attorney-in-fact with the power to execute such documents on Executive’s behalf. To the extent Executive has any rights in any Intellectual Property to which the Company is solely entitled to hold copyright results and proceeds of Executive’s services under this Section 12(b). The Company shall Memorandum that cannot be entitled assigned as described above, Executive unconditionally and irrevocably waives the enforcement of such rights. C. Works-made-for-hire do not include subject matter that meets all of the following criteria: (1) is conceived, developed and created by Executive on Executive’s own time without using the Employer’s equipment, supplies or facilities or any trade secrets of confidential information, (2) is unrelated to obtain the actual or reasonably anticipated Business or research and hold in its own name all registrations development of copyrights, trade secrets, trademarks Employer of which Executive is or becomes aware; and other proprietary or intellectual property rights with respect thereto. The Parties agree that the Company shall retain the original copies of all Intellectual Work Product pursuant to this Agreement, and all rights thereto(3) does not result from any work performed by Executive for Employer.

Work for Hire. Notwithstanding any other provisions of this Agreement to the contrary, the Employee further agrees and acknowledges that all original works of authorship, or contributions to such works, that are made by Employee, in whole or in part, either alone or with others, within the scope of and during Employee’s employment with the Company both before and during the Term of Employment, whether inside or outside the Company’s usual business hours, constitute “works made for hire,” or contributions to such “works made for hire,” for all purposes hereunder, and for purposes of interpreting this Agreement under any Any and all provisions of the Copyright Act of 1976, 17 U.S.C. §§ 101 et. seq. To this effect, the Employee hereby agrees and acknowledges that for all purposes hereunder (including without limitation, the Employee’s creation materials of any and all Intellectual Property outside kind developed by or on behalf of the Company’s usual business hours), the exclusive copyright, right, title, and interest IV solely in and to any and all Intellectual Property created by the Employee within the scope of and during the Term of Employmentconnection with this Agreement, including but not limited to Intellectual Property created through Derivative Works, domain names, URL's, artwork, logos, graphics, video, text, data, and other materials supplied by or on behalf of IV to Hearst in connection with this Agreement but excepting only materials supplied by subcontractors and third party vendors as to which such third parties retain rights (collectively, the use of Company’s Confidential Information"Hearst Property"), shall vest be deemed to be "works for hire" and shall be the sole and exclusive property of Hearst. To the extent any Hearst Property may for any reason not be deemed a work for hire, IV does hereby grant and assign to Hearst all right, title and interest which IV may have now or in the Companyfuture acquire in and to such Hearst Property, including but not limited to all copyrights and other intellectual property rights. IV shall not post any Hearst Property to the Websites without the prior approval of Hearst which shall be deemed denied if not granted affirmatively in perpetuity a writing or oral conversation. The Licensed Property and the Hearst Property shall collectively be known as the "Works." Notwithstanding the foregoing, Hearst acknowledges that IV has or will provide pursuant to this Agreement certain proprietary technology and other materials (as may be determined in IV's discretion) including but not limited to any underlying software, tools, scripts, programming code, subroutines processes, architecture, hardware, data information, third party software, HTML code, content, graphics, multimedia files, program applications and functionality (collectively "IV Applications"), and all such IV Applications shall be the exclusive property of IV and Hearst Property shall not include any IV Applications unless IV agrees to create a new application solely and exclusively for Hearst. By way of example, the longest period otherwise permitted text (e.g., clues) and page graphics apparent to a viewer of a quiz shall, as between the parties, be the property of Hearst. The underlying graphic template and the application that runs the quiz shall be an IV Application. Subject to the terms hereof, IV hereby grants to Hearst a non-exclusive, non transferable, revocable, worldwide license to use during the term hereof, the IV Applications that IV actually supplies or provides to Hearst hereunder. The IV Applications shall be used only as specified and approved by lawIV and shall not be modified in any material manner by Hearst or Hearst's third party vendors, without prior written approval of IV. The parties acknowledge and agree that said limited license granted to Hearst shall terminate upon the necessity termination or expiration of further considerationthis Agreement. HoweverAll rights specifically not granted to Hearst are reserved by IV. Hearst agrees not to decompile, should decrypt, reverse engineer, disassemble or otherwise reduce any of the Intellectual Property created IV Applications. Accordingly, but without limiting the generality of the foregoing, Hearst may, in its sole discretion, modify, edit, add to, delete from, distribute, license, duplicate, use, and otherwise exploit the Works in any manner and by any means, media, method, device, process or medium now known or hereafter developed. Hearst, at its sole expense, shall have the Employee during sole right to register such Works for copyright protection (provided however, to the term extent a Work contains an IV Application, Hearst will so indicate on the registration form and will make no claim to ownership of Employee’s employment by such IV Application, and Hearst will comply with the Company restrictions on use of such IV Applications set forth herein). IV agrees that it will not at any time do or during the term of Employee holding an ownership interest in the Company or its Affiliates not be found by a court of competent jurisdiction cause to be a “work made for hire” under done any act or thing contesting or impairing or intended to impair the Copyright Act, the Employee, in consideration foregoing ownership rights of Employee’s continued employment by the Company under this Agreement Hearst and Employee’s continued right IV will execute and deliver any additional documents which Hearst deems necessary to receive the benefits of further evidence Hearst's ownership of copyright or other rights described herein. If IV fails or neglects to execute such additional documents, Hearst may do so in IV's name and IV hereby appoints Hearst as its irrevocable attorney-in-fact solely for the Company or its Affiliates, and of other good or valuable consideration, the receipt and adequacy of all of which the Employee hereby acknowledges on behalf of himself or herself, Employee’s assigns, executors, administrators, and legal representatives, hereby sells, assigns, transfers, and sets over unto the Company any copyright, right, title, and interest to any and all such Intellectual Property, regardless of such Intellectual Property’s legal status, including, without limitation, all source and object codes to such Intellectual Property, together with any and all enhancements, modifications, or derivative works based thereon. Nothing in this Section 12 shall confer upon the Employee (or constitute the Company’s admission that the Employee held or holds) any copyright, right, title, or interest, in any Intellectual Property to which the Company is solely entitled to hold copyright under this Section 12(b). The Company shall be entitled to obtain and hold in its own name all registrations of copyrights, trade secrets, trademarks and other proprietary or intellectual property rights with respect thereto. The Parties agree that the Company shall retain the original copies of all Intellectual Work Product pursuant to this Agreement, and all rights theretopurposes described herein.

Work for Hire. Notwithstanding any other provisions (1) The results and proceeds of this Agreement Executive’s services to the contrary, the Employee further agrees and acknowledges that all original works of authorship, or contributions to such works, that are made by Employee, in whole or in part, either alone or with others, within the scope of and during Employee’s employment with the Company both before and during the Term of Employment, whether inside or outside the Company’s usual business hours, constitute “works made for hire,” or contributions to such “works made for hire,” for all purposes hereunder, and for purposes of interpreting this Agreement under any and all provisions of the Copyright Act of 1976, 17 U.S.C. §§ 101 et. seq. To this effect, the Employee hereby agrees and acknowledges that for all purposes hereunder (including without limitation, the Employee’s creation of any and all Intellectual Property outside of the Company’s usual business hours), the exclusive copyright, right, title, and interest in and to any and all Intellectual Property created by the Employee within the scope of and during the Term of Employment, including but not limited to Intellectual Property created through the use of Company’s Confidential Information, shall vest in the Company, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. However, should any of the Intellectual Property created by the Employee during the term of Employee’s employment by the Company or during the term of Employee holding an ownership interest in the Company or its Affiliates not be found by a court of competent jurisdiction to be a “work made for hire” under the Copyright Act, the Employee, in consideration of Employee’s continued employment by the Company under this Agreement and Employee’s continued right to receive the benefits of ownership of the Company or its Affiliates, and of other good or valuable consideration, the receipt and adequacy of all of which the Employee hereby acknowledges on behalf of himself or herself, Employee’s assigns, executors, administrators, and legal representatives, hereby sells, assigns, transfers, and sets over unto the Company any copyright, right, title, and interest to any and all such Intellectual Property, regardless of such Intellectual Property’s legal status, including, without limitation, all source any works of authorship resulting from Executive’s services during Executive’s employment with Company and/or any of its Affiliates and object codes to any works in progress resulting from such Intellectual Propertyservices, together with shall be works-made-for-hire and Company shall be deemed the sole owner of any and all enhancementsrights of every nature in such works, modificationswhether such rights are now known or hereafter defined or discovered, with the right to use the works in perpetuity in any manner Company determines in its sole discretion without any further payment to Executive. If, for any reason, any of such results and proceeds are not legally deemed a work-made-for-hire and/or there are any rights in such results and proceeds which do not accrue to Company under the preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title and interest thereto, whether now known or derivative works based thereonhereafter defined or discovered, and Company shall have the right to use the work in perpetuity in any location and in any manner Company determines in its sole discretion without any further payment to Executive. (2) Executive shall do any and all things which Company may deem useful or desirable to establish or document Company's rights in any such results and proceeds, including, without limitation, the execution of appropriate copyright, trademark and/or patent applications, assignments or similar documents and, if Executive is unavailable or unwilling to execute such documents, Executive hereby irrevocably designates the Chief Executive Officer of Parent or his designee as Executive’s attorney-in-fact with the power to execute such documents on Executive’s behalf. Nothing To the extent Executive has any rights in the results and proceeds of Executive’s services under this Section 12 shall confer upon Agreement that cannot be assigned as described above, Executive unconditionally and irrevocably waives the Employee enforcement of such rights. Employment Agreement Sxxxxx X. Xxxxxxxx Page 7 of 12 (or constitute 3) Works-made-for-hire do not include subject matter that meets all of the following criteria: (A) is conceived, developed and created by Executive on Executive’s own time without using the Company’s admission that or any of its Affiliate’s equipment, supplies or facilities or any trade secrets or confidential information, (B) is unrelated to the Employee held actual or holdsreasonably anticipated business or research and development of Company or any of its Affiliates of which Executive is or becomes aware; and (C) does not result from any copyright, right, title, work performed by Executive for Company or interest, in any Intellectual Property to which the Company is solely entitled to hold copyright under this Section 12(b). The Company shall be entitled to obtain and hold in of its own name all registrations of copyrights, trade secrets, trademarks and other proprietary or intellectual property rights with respect thereto. The Parties agree that the Company shall retain the original copies of all Intellectual Work Product pursuant to this Agreement, and all rights theretoAffiliates.

Work for Hire. Notwithstanding any other provisions of CONSULTANT and AFFINITY intend this Agreement to the contrary, the Employee further agrees and acknowledges that all original works of authorship, or contributions to such works, that are made by Employee, in whole or in part, either alone or with others, within the scope of and during Employee’s employment with the Company both before and during the Term of Employment, whether inside or outside the Company’s usual business hours, constitute “works made for hire,” or contributions to such “works made for hire,” for all purposes hereunder, and for purposes of interpreting this Agreement under any and all provisions of the Copyright Act of 1976, 17 U.S.C. §§ 101 et. seq. To this effect, the Employee hereby agrees and acknowledges that for all purposes hereunder (including without limitation, the Employee’s creation of any and all Intellectual Property outside of the Company’s usual business hours), the exclusive copyright, right, title, and interest in and to any and all Intellectual Property created by the Employee within the scope of and during the Term of Employment, including but not limited to Intellectual Property created through the use of Company’s Confidential Information, shall vest in the Company, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. However, should any of the Intellectual Property created by the Employee during the term of Employee’s employment by the Company or during the term of Employee holding an ownership interest in the Company or its Affiliates not be found by a court of competent jurisdiction to be a contract for services and each considers the products and results of the services to be rendered by CONSULTANT (the “Deliverables”) hereunder to be a work made for hire” under . CONSULTANT acknowledges and agrees that the Copyright Act, the Employee, in consideration of Employee’s continued employment by the Company under this Agreement and Employee’s continued right to receive the benefits of ownership of the Company or its Affiliates, and of other good or valuable consideration, the receipt and adequacy of all of which the Employee hereby acknowledges on behalf of himself or herself, Employee’s assigns, executors, administrators, and legal representatives, hereby sells, assigns, transfers, and sets over unto the Company any copyright, right, title, and interest to any Deliverables (and all such Intellectual Property, regardless of such Intellectual Property’s legal statusrights therein, including, without limitation, copyright) belong to and shall be the sole and exclusive property of AFFINITY. CONSULTANT shall assign to AFFINITY all source copyrights or compilation copyrights in the content of a Deliverable. If for any reason a Deliverable is not considered a work made for hire under applicable law, CONSULTANT does hereby sell, assign, and object codes transfer to such Intellectual PropertyAFFINITY, together with its successors and assigns, the entire right, title and interest in (including the copyright) the Deliverable and any registrations and applications relating thereto and any renewals and extensions thereof, and in and to all enhancementsworks based upon, modificationsderived from, or derivative works based thereon. Nothing incorporating the Deliverable, and in this Section 12 shall confer upon the Employee (and to all income, royalties, damages, claims and payments now or constitute the Company’s admission that the Employee held hereafter due or holds) any copyright, right, title, or interest, in any Intellectual Property to which the Company is solely entitled to hold copyright under this Section 12(b). The Company shall be entitled to obtain and hold in its own name all registrations of copyrights, trade secrets, trademarks and other proprietary or intellectual property rights payable with respect thereto, and in and to all causes of action, either in law or in equity for past, present, or future infringement based on the copyrights, and in and to all rights corresponding to the foregoing throughout the world. The Parties agree that Prior to the Company shall retain the original copies of all Intellectual Work Product pursuant date hereof, CONSULTANT may have provided certain Deliverables to AFFINITY or its affiliates. As partial consideration for this Agreement, CONSULTANT agrees and acknowledges that any such Deliverable delivered prior to the effective date of this Agreement shall be considered a work made for hire and shall be the sole and exclusive property of AFFINITY or its affiliate, as determined by AFFINITY in is sole discretion. If for any reason such Deliverable is not considered a work made for hire under applicable law, CONSULTANT does hereby sell, assign, and transfer to AFFINITY, its successors and assigns, the entire right, title and interest in (including the copyright) such Deliverable and any registrations and applications relating thereto and any renewals and extensions thereof, and in and to all works based upon, derived from, or incorporating such Deliverable, and in and to all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity for past, present, or future infringement based on the copyrights, and in and to all rights theretocorresponding to the foregoing throughout the world. The provisions of this Paragraph 6 shall survive the expiration or sooner termination of this Agreement. Notwithstanding anything to the contrary contained in this Paragraph 6, CONSULTANT shall not be required to transfer to AFFINITY any work product in which the rights are held by an unaffiliated third party.

Work for Hire. Notwithstanding any other provisions As an Company employee, you will be part of this Agreement to the contrarya team of highly talented individuals, the Employee further agrees and acknowledges that all original works of authorship, or whose creative contributions to such works, that are made by Employee, in whole or in part, either alone or with others, within the scope of and during Employee’s employment with the Company both before and during the Term of Employment, whether inside or outside the Company’s usual business hours, constitute “works made for hire,” or contributions to such “works made for hire,” for all purposes hereunder, and for purposes of interpreting this Agreement under any and all provisions of the Copyright Act of 1976, 17 U.S.C. §§ 101 et. seq. To this effect, the Employee hereby agrees and acknowledges that for all purposes hereunder (including without limitation, the Employee’s creation of any and all Intellectual Property outside an integral part of the Company’s usual business hours)success as a company. Accordingly, the exclusive copyright, right, title, you acknowledge and interest in and to any and all Intellectual Property created by the Employee within the scope of and during the Term of Employment, including but not limited to Intellectual Property created through the use of Company’s Confidential Information, shall vest in the Company, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. However, should any of the Intellectual Property created by the Employee during the term of Employee’s employment by the Company or during the term of Employee holding an ownership interest in the Company or its Affiliates not be found by a court of competent jurisdiction to be a “work made for hire” under the Copyright Act, the Employee, in consideration of Employee’s continued employment by the Company under this Agreement and Employee’s continued right to receive the benefits of ownership of the Company or its Affiliates, and of other good or valuable consideration, the receipt and adequacy of all of which the Employee hereby acknowledges on behalf of himself or herself, Employee’s assigns, executors, administrators, and legal representatives, hereby sells, assigns, transfers, and sets over unto the Company any copyright, right, title, and interest to any and all such Intellectual Property, regardless of such Intellectual Property’s legal status, including, without limitation, all source and object codes to such Intellectual Property, together with any and all enhancements, modifications, or derivative works based thereon. Nothing in this Section 12 shall confer upon the Employee (or constitute the Company’s admission that the Employee held or holds) any copyright, right, title, or interest, in any Intellectual Property to which the Company is solely entitled to hold copyright under this Section 12(b). The Company shall be entitled to obtain and hold in its own name all registrations of copyrights, trade secrets, trademarks and other proprietary or intellectual property rights with respect thereto. The Parties agree that the Company has specially ordered and commissioned any and all results and proceeds of your services hereunder (the “Works”) as works-made-for-hire under the United States Copyright Act and all similar laws throughout the world (the “Act”), and that the Company shall retain be deemed as the original copies sole author and owner of all Intellectual Work Product pursuant right, title and interest in the Works in any and all languages, formats and media, whether now known or hereafter created, throughout the world in perpetuity (the “Rights”). If the Works, or any part of the Works are not deemed works-made-for-hire under the Act, you hereby irrevocably grant and assign the Rights exclusively to this Agreementthe Company. You hereby waive any so-called moral rights of authors and other similar rights in connection with the Works. You acknowledge and agree that the Company is not under any obligation to use the Works, and may exploit, reproduce, distribute, make derivative works of, alter or edit the Works or combine the Works with other materials, in any media whether now known or hereafter created throughout the world, in the Company’s sole discretion, free of any obligation to you whatsoever, financial or otherwise. You hereby waive the right to seek or obtain any injunctive or other equitable relief in connection with the Company’s exploitation of the Works and any Rights therein. You agree that upon any termination of your employment, you will immediately turn over any and all of the Works in your possession to the Company. You irrevocably grant to the Company the perpetual right to use and authorize others to use your name, biographical information, photograph and likeness in connection with any use of the Works and/or in connection with your employment with the Company. You represent and warrant that you have the right to perform your services for the Company and to grant the Rights in the Works to the Company; the Works will be original with you; and neither the Works, nor the Company’s exercise of any of the Rights, shall violate or otherwise conflict with the rights theretoof any person or entity.

Work for Hire. Notwithstanding any other provisions (1) The results and proceeds of this Agreement Executive’s services to the contrary, the Employee further agrees and acknowledges that all original works of authorship, or contributions to such works, that are made by Employee, in whole or in part, either alone or with others, within the scope of and during Employee’s employment with the Company both before and during the Term of Employment, whether inside or outside the Company’s usual business hours, constitute “works made for hire,” or contributions to such “works made for hire,” for all purposes hereunder, and for purposes of interpreting this Agreement under any and all provisions of the Copyright Act of 1976, 17 U.S.C. §§ 101 et. seq. To this effect, the Employee hereby agrees and acknowledges that for all purposes hereunder (including without limitation, the Employee’s creation of any and all Intellectual Property outside of the Company’s usual business hours), the exclusive copyright, right, title, and interest in and to any and all Intellectual Property created by the Employee within the scope of and during the Term of Employment, including but not limited to Intellectual Property created through the use of Company’s Confidential Information, shall vest in the Company, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. However, should any of the Intellectual Property created by the Employee during the term of Employee’s employment by the Company or during the term of Employee holding an ownership interest in the Company or its Affiliates not be found by a court of competent jurisdiction to be a “work made for hire” under the Copyright Act, the Employee, in consideration of Employee’s continued employment by the Company under this Agreement and Employee’s continued right to receive the benefits of ownership of the Company or its Affiliates, and of other good or valuable consideration, the receipt and adequacy of all of which the Employee hereby acknowledges on behalf of himself or herself, Employee’s assigns, executors, administrators, and legal representatives, hereby sells, assigns, transfers, and sets over unto the Company any copyright, right, title, and interest to any and all such Intellectual Property, regardless of such Intellectual Property’s legal status, including, without limitation, all source any works of authorship resulting from Executive’s services during and object codes to within the scope of Executive’s employment with Company and/or any of its Affiliates and any works in progress resulting from such Intellectual Propertyservices, together with shall be works-made-for-hire and Company shall be deemed the sole owner of any and all enhancementsrights of every nature in such works, modificationswhether such rights are now known or hereafter defined or discovered, with the right to use the works in perpetuity in any manner Company determines in its sole discretion without any further payment to Executive. If, for any reason, any of such results and proceeds are not legally deemed a work-made-for-hire and/or there are any rights in such results and proceeds which do not accrue to Company under the preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title and interest thereto, whether now known or derivative works based thereon. Nothing hereafter defined or discovered, and Company shall have the right to use the work in this Section 12 perpetuity in any location and in any manner Company determines in its sole discretion without any further payment to Executive. (2) Executive shall confer upon the Employee (do any and all things which Company may reasonably deem useful or constitute desirable, at the Company’s admission that sole expense, to establish or document Company’s rights in any such results and proceeds, including, without limitation, the Employee held or holds) any execution of appropriate copyright, righttrademark and/or patent applications, titleassignments or similar documents and, if Executive is unavailable or interestunwilling to execute such documents, Executive hereby irrevocably designates the Chairman of the Board of Directors of SMG or his designee as Executive’s attorney-in-fact with the power to execute such documents on Executive’s behalf. To the extent Executive has any rights in any Intellectual Property to which the Company is solely entitled to hold copyright results and proceeds of Executive’s services under this Section 12(b). The Agreement that cannot be assigned as described above, Executive unconditionally and irrevocably waives the enforcement of such rights. (3) Works-made-for-hire do not include subject matter that meets all of the following criteria: (A) is conceived, developed and created by Executive on Executive’s own time without using the Company’s or any of its Affiliate’s equipment, supplies or facilities or any trade secrets or confidential information, (B) is unrelated to the actual or reasonably anticipated business or research and development of Company shall be entitled to obtain or any of its Affiliates of which Executive is or becomes aware; and hold in (C) does not result from any work performed by Executive for Company or any of its own name all registrations of copyrights, trade secrets, trademarks and other proprietary or intellectual property rights with respect thereto. The Parties agree that the Company shall retain the original copies of all Intellectual Work Product pursuant to this Agreement, and all rights theretoAffiliates.

Work for Hire. Notwithstanding any other provisions of this Agreement to To the contrarymaximum extent permitted by applicable law, the Employee further Service Provider agrees and acknowledges that all original works of authorship, or contributions to such works, that are made by Employee, in whole or in part, either alone or with others, within the scope of and during Employee’s employment with the Company both before shall be the sole and during the Term exclusive owner of Employment, whether inside or outside the Company’s usual business hours, constitute “works made for hire,” or contributions to such “works made for hire,” for all purposes hereunder, and for purposes of interpreting this Agreement under any and all provisions of the Copyright Act of 1976, 17 U.S.C. §§ 101 et. seq. To this effect, the Employee hereby agrees and acknowledges that for all purposes hereunder (including without limitation, the Employee’s creation of any and all Intellectual Property outside of the Company’s usual business hours), the exclusive copyright, right, title, title and interest in and to any and all Intellectual Property created works, materials, ideas, products, services, developments, projects and other matters developed, created, conceived, suggested, submitted or otherwise worked on by the Employee within the scope of and Service Provider, either solely or in collaboration with others, at any time during the Term of Employment, including but not limited Service Provider’s service to Intellectual Property created through the use of Company’s Confidential Information, shall vest in the Company, and all other results and proceeds of services performed by Service Provider (collectively, the “Property”). In that connection, Service Provider acknowledges and agrees that all Property shall be considered a “work made for hire” for Company as that term is defined in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. However, should any §101 of the Intellectual 1976 Copyright Act. Service Provider will promptly disclose in writing to the Board of Directors complete information concerning all Property developed, created or conceived by Service Provider, either solely or in collaboration with others. To the Employee during extent the term of Employee’s employment by the Company Property, or during the term of Employee holding an ownership interest in the Company or its Affiliates not be found any portion thereof, is determined by a court of competent jurisdiction or administrative agency not to be a “work made for hire,” under Service Provider hereby assigns all proprietary rights in the Copyright ActProperty to Company without further compensation, the Employeeand further agrees to execute, in consideration of Employee’s continued employment without any further compensation, any and all documents deemed necessary or appropriate by the Company under this Agreement and Employee’s continued right to receive the benefits effectuate a complete transfer of ownership of all rights to Company throughout the universe. Service Provider also agrees that Company shall have the sole and exclusive right in perpetuity to use, exploit, distribute and otherwise turn to account any or all of the Property, and that Company may modify, change or alter all or any part of the Property, all as Company may determine from time to time in its sole discretion. Service Provider hereby waives any “artist’s rights” or “moral rights” which Service Provider might otherwise have in any Property. Service Provider hereby agrees that Company may modify or change any Property in its sole or absolute discretion without notice to or consent of Service Provider. Notwithstanding the foregoing, the term “Property” shall not apply to or include, and the Company or its Affiliatesshall have no rights in, and of other good or valuable consideration, any intellectual property then in the receipt and adequacy of all of which the Employee hereby acknowledges on behalf of himself or herself, Employee’s assigns, executors, administrators, and legal representatives, hereby sells, assigns, transfers, and sets over unto the Company any copyright, right, title, and interest to any and all such Intellectual Property, regardless of such Intellectual Property’s legal status, including, without limitation, all source and object codes to such Intellectual Property, together with any and all enhancements, modificationspublic domain, or derivative works based thereon. Nothing in this Section 12 shall confer upon the Employee (or constitute any intellectual property that Service Provider developed entirely on Service Provider’s own time without using the Company’s admission that the Employee held or holds) any copyrightequipment, rightsupplies, titlefacilities, or interest, in any Intellectual Property to which the Company is solely entitled to hold copyright under this Section 12(b). The Company shall be entitled to obtain and hold in its own name all registrations of copyrights, trade secrets, trademarks and other proprietary or secret information except for that intellectual property rights with respect thereto. The Parties agree that either: (i) relates at the Company shall retain time of conception or reduction to practice of such intellectual property to the original copies Company’s business, or actual or demonstrably anticipated research or development of all Intellectual Work Product pursuant to this Agreement, and all rights theretothe Company; or (ii) result from any work performed by the Service Provider for the Company.

Work for Hire. Notwithstanding any other provisions of CONSULTANT and AFFINITY intend this Agreement to the contrary, the Employee further agrees and acknowledges that all original works of authorship, or contributions to such works, that are made by Employee, in whole or in part, either alone or with others, within the scope of and during Employee’s employment with the Company both before and during the Term of Employment, whether inside or outside the Company’s usual business hours, constitute “works made for hire,” or contributions to such “works made for hire,” for all purposes hereunder, and for purposes of interpreting this Agreement under any and all provisions of the Copyright Act of 1976, 17 U.S.C. §§ 101 et. seq. To this effect, the Employee hereby agrees and acknowledges that for all purposes hereunder (including without limitation, the Employee’s creation of any and all Intellectual Property outside of the Company’s usual business hours), the exclusive copyright, right, title, and interest in and to any and all Intellectual Property created by the Employee within the scope of and during the Term of Employment, including but not limited to Intellectual Property created through the use of Company’s Confidential Information, shall vest in the Company, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. However, should any of the Intellectual Property created by the Employee during the term of Employee’s employment by the Company or during the term of Employee holding an ownership interest in the Company or its Affiliates not be found by a court of competent jurisdiction to be a contract for services and each considers the products and results of the services to be rendered by CONSULTANT (the “Deliverables”) hereunder to be a work made for hire” under . CONSULTANT acknowledges and agrees that the Copyright Act, the Employee, in consideration of Employee’s continued employment by the Company under this Agreement and Employee’s continued right to receive the benefits of ownership of the Company or its Affiliates, and of other good or valuable consideration, the receipt and adequacy of all of which the Employee hereby acknowledges on behalf of himself or herself, Employee’s assigns, executors, administrators, and legal representatives, hereby sells, assigns, transfers, and sets over unto the Company any copyright, right, title, and interest to any Deliverables (and all such Intellectual Property, regardless of such Intellectual Property’s legal statusrights therein, including, without limitation, copyright) belong to and shall be the sole and exclusive property of AFFINITY. CONSULTANT shall assign to AFFINITY all source copyrights or compilation copyrights in the content of a Deliverable. If for any reason a Deliverable is not considered a work made for hire under applicable law, CONSULTANT does hereby sell, assign, and object codes transfer to such Intellectual PropertyAFFINITY, together with its successors and assigns, the entire right, title and interest in (including the copyright) the Deliverable and any registrations and applications relating thereto and any renewals and extensions thereof, and in and to all enhancementsworks based upon, modificationsderived from, or derivative works based thereon. Nothing incorporating the Deliverable, and in this Section 12 shall confer upon the Employee (an to all income, royalties, damages, claims and payments now or constitute the Company’s admission that the Employee held hereafter due or holds) any copyright, right, title, or interest, in any Intellectual Property to which the Company is solely entitled to hold copyright under this Section 12(b). The Company shall be entitled to obtain and hold in its own name all registrations of copyrights, trade secrets, trademarks and other proprietary or intellectual property rights payable with respect thereto, and in and to all causes of action, either in law or in equity for past, present, or future infringement based on the copyrights, and in and to all rights corresponding to the foregoing throughout the world. The Parties agree that Prior to the Company shall retain the original copies of all Intellectual Work Product pursuant date hereof, CONSULTANT may have provided certain Deliverables to AFFINITY or its affiliates. As partial consideration for this Agreement, CONSULTANT agrees and acknowledges that any such Deliverable delivered prior to the effective date of this Agreement shall be considered a work made for hire and shall be the sole and exclusive property of AFFINITY or its affiliate, as determined by AFFINITY in is sole discretion. If for any reason such Deliverable is not considered a work made for hire under applicable law, CONSULTANT does hereby sell, assign, and transfer to AFFINITY, its successors and assigns, the entire right, title and interest in (including the copyright) such Deliverable and any registrations and applications relating thereto and any renewals and extensions thereof, and in and to all works based upon, derived from, or incorporating such Deliverable, and in an to all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity for past, present, or future infringement based on the copyrights, and in and to all rights theretocorresponding to the foregoing throughout the world. The provisions of this Paragraph 6 shall survive the expiration or sooner termination of this Agreement. Notwithstanding anything to the contrary contained in this Paragraph 6, CONSULTANT shall not be required to transfer to AFFINITY any work product in which the rights are held by an unaffiliated third party.

Work for Hire. Notwithstanding Any work specifically created for the University under this Agreement by the Contractor or anyone working on behalf of Contractor (the term Contractor encompasses both) is considered a “work for hire.” All designs, prints, paintings, artwork, sketches, etchings, drawings, writings, photographs, or any other provisions work or material or property produced, developed or fabricated and any other property created hereunder, including all material incorporated therein and all preliminary or other copies thereof, (the "Materials") are and remain the property of this Agreement to the contraryUniversity, and, unless otherwise specifically set forth herein, are considered specially ordered for the Employee further agrees and acknowledges that all original works of authorship, or contributions to such works, that are made by Employee, in whole or in part, either alone or with others, within the scope of and during Employee’s employment with the Company both before and during the Term of Employment, whether inside or outside the Company’s usual business hours, constitute “works University as a "work made for hire,” or contributions " or, if for any reason held not to such “works made be a "work for hire,” for the Contractor who created, produced, developed or fabricated the Materials hereunder assigns all purposes hereunder, and for purposes of interpreting this Agreement under any and all provisions of the Copyright Act of 1976, 17 U.S.C. §§ 101 et. seq. To this effect, the Employee hereby agrees and acknowledges that for all purposes hereunder (including without limitation, the Employee’s creation of any and all Intellectual Property outside of the Company’s usual business hours), the exclusive copyright, his/her right, title, title and interest in the Materials to the University. The University owns all right, title and interest in the Materials. The Contractor agrees upon request to execute any documents necessary to perfect the transfer of such title to the University. The Materials must be to the University’s satisfaction and are subject to the University’s approval. The Contractor bears all Intellectual Property created risk of loss or damage to the Materials until the University has accepted delivery of the Materials. The University is entitled to return, at the Contractor’s expense, any Materials which the University deems to be unsatisfactory. On or before completion of the Contractor’s services hereunder, the Contractor must furnish the University with valid and adequate releases necessary for the unrestricted use of the Materials for advertising or trade purposes, including model and property releases relating to the Materials and releases from any persons whose names, voices or likenesses are incorporated or used in the Materials. The Contractor hereby represents and warrants that the Materials may be used or reproduced for advertising or trade purposes or any commercial purposes without violating any laws or the rights of any third parties and that no third party has any rights in, to, or arising out of, or in connection with the Materials, including without limitation any claims for fees, royalties, or other payments. The provisions of paragraph 12 (indemnification) of this Agreement expressly apply to these regarding (a) the performance or non- performance of the University’s order by the Employee within the scope of and during the Term of EmploymentContractor, including but not limited to Intellectual Property created through (b) the use or reproduction in any manner, whatsoever, or (c) any breach or alleged breach of Company’s Confidential Information, shall vest in the Company, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. However, should any of the Intellectual Property created by the Employee during the term of EmployeeContractor’s employment by the Company agreements or during the term of Employee holding an ownership interest in the Company or its Affiliates not be found by a court of competent jurisdiction to be a “work made for hire” under the Copyright Act, the Employee, in consideration of Employee’s continued employment by the Company under this Agreement representations and Employee’s continued right to receive the benefits of ownership of the Company or its Affiliates, and of other good or valuable consideration, the receipt and adequacy of all of which the Employee hereby acknowledges on behalf of himself or herself, Employee’s assigns, executors, administrators, and legal representatives, hereby sells, assigns, transfers, and sets over unto the Company any copyright, right, title, and interest to any and all such Intellectual Property, regardless of such Intellectual Property’s legal status, including, without limitation, all source and object codes to such Intellectual Property, together with any and all enhancements, modifications, or derivative works based thereon. Nothing in this Section 12 shall confer upon the Employee (or constitute the Company’s admission that the Employee held or holds) any copyright, right, title, or interest, in any Intellectual Property to which the Company is solely entitled to hold copyright under this Section 12(b). The Company shall be entitled to obtain and hold in its own name all registrations of copyrights, trade secrets, trademarks and other proprietary or intellectual property rights with respect thereto. The Parties agree that the Company shall retain the original copies of all Intellectual Work Product pursuant to this Agreement, and all rights theretowarranties herein.

Work for Hire. Notwithstanding any other provisions As an MSO employee, you will be part of this Agreement to the contrarya team of highly talented individuals, the Employee further agrees whose creative contributions are an integral part of MSO’s success as a company. Accordingly, you acknowledge and acknowledges agree that all original works of authorship, or contributions to such works, that are made by Employee, in whole or in part, either alone or with others, within the scope of MSO has specially ordered and during Employee’s employment with the Company both before and during the Term of Employment, whether inside or outside the Company’s usual business hours, constitute “works made for hire,” or contributions to such “works made for hire,” for all purposes hereunder, and for purposes of interpreting this Agreement under commissioned any and all provisions results and proceeds of your services hereunder (the “Works”) as works-made-for-hire under the United States Copyright Act and all similar laws throughout the world (the “Act”), and that MSO shall be deemed the sole author and owner of all right, title and interest in the Works in any an all languages, formats and media, whether now known or hereafter created, throughout the world in perpetuity (the “Rights”). If the Works or any part of the Copyright Act Works are not deemed works-made-for-hire under the Act, you hereby irrevocably grant and assign the Rights exclusively to MSO. You hereby waive any so-called moral rights of 1976authors and other similar rights in connection with the Works. You acknowledge and agree that MSO is not under any obligation to use the Works, 17 U.S.C. §§ 101 etand may exploit, reproduce, distribute, make derivative works of, alter or edit the Works or combine the Works with other materials, in any media whether now known or hereafter created throughout the world, in MSO’s sole discretion, free of any obligation to you whatsoever, financial or otherwise. seqYou hereby waive the right to seek or obtain any injunctive or other equitable relief in connection with MSO’s exploitation of the Works and any Rights therein. To this effectYou agree that upon any termination of your employment, the Employee hereby agrees and acknowledges that for all purposes hereunder (including without limitation, the Employee’s creation of you will immediately turn over any and all Intellectual Property outside of the Company’s usual business hours)Works in your possession to MSO. You irrevocably grant to MSO the perpetual right to use and authorize others to use your name, biographical information, photograph, and likeness (in each case in a form approved by you) in connection with any use of the Works and/or in connection with your employment with MSO. You represent and warrant that you have the right to perform your services for MSO and to grant the Rights in the Works to MSO, and that, to the best of your knowledge, the exclusive copyright, right, titleWorks will be original with you, and interest in and to any and all Intellectual Property created by neither the Employee within the scope Works, nor MSO’s exercise of and during the Term of Employment, including but not limited to Intellectual Property created through the use of Company’s Confidential Information, shall vest in the Company, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. However, should any of the Intellectual Property created by Rights, shall violate or otherwise conflict with the Employee during the term rights of Employee’s employment by the Company any person or during the term of Employee holding an ownership interest in the Company or its Affiliates not be found by a court of competent jurisdiction to be a “work made for hire” under the Copyright Act, the Employee, in consideration of Employee’s continued employment by the Company under this Agreement and Employee’s continued right to receive the benefits of ownership of the Company or its Affiliates, and of other good or valuable consideration, the receipt and adequacy of all of which the Employee hereby acknowledges on behalf of himself or herself, Employee’s assigns, executors, administrators, and legal representatives, hereby sells, assigns, transfers, and sets over unto the Company any copyright, right, title, and interest to any and all such Intellectual Property, regardless of such Intellectual Property’s legal status, including, without limitation, all source and object codes to such Intellectual Property, together with any and all enhancements, modifications, or derivative works based thereon. Nothing in this Section 12 shall confer upon the Employee (or constitute the Company’s admission that the Employee held or holds) any copyright, right, title, or interest, in any Intellectual Property to which the Company is solely entitled to hold copyright under this Section 12(b). The Company shall be entitled to obtain and hold in its own name all registrations of copyrights, trade secrets, trademarks and other proprietary or intellectual property rights with respect thereto. The Parties agree that the Company shall retain the original copies of all Intellectual Work Product pursuant to this Agreement, and all rights theretoentity.