Common use of Work Product Clause in Contracts

Work Product. The Executive agrees that all copyrights, patents, trade secrets or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, or works of authorship developed or created by him during his employment by Holding Co. and for a period of six months thereafter, that (i) relate, whether directly or indirectly, to Holding Co.’s actual or anticipated business, research or development or (ii) are suggested by or as a result of any work performed by the Executive on Holding Co.’s behalf, shall, to the extent possible, be considered works made for hire within the meaning of the Copyright Act (17 U.S.C. § 101 et. seq.) (the “Work Product”). All Work Product shall be and remain the property of Holding Co. To the extent that any such Work Product may not, under applicable law, be considered works made for hire, the Executive hereby grants, transfers, assigns, conveys and relinquishes, and agrees to grant, transfer, assign, convey and relinquish from time to time, on an exclusive basis, all of his right, title and interest in and to the Work Product to the Holding Co. in perpetuity or for the longest period otherwise permitted by law. Consistent with his recognition of Holding Co.’s absolute ownership of all Work Product, the Executive agrees that he shall (i) not use any Work Product for the benefit of any party other than Holding Co. and (ii) perform such acts and execute such documents and instruments as Holding Co. may now or hereafter deem reasonably necessary or desirable to evidence the transfer of absolute ownership of all Work Product to Holding Co.; provided, however, if following ten days’ written notice from Holding Co., the Executive refuses, or is unable, due to disability, incapacity, or death, to execute such documents relating to the Work Product, he hereby appoints any of Holding Co.’s officers as his attorney-in-fact to execute such documents on his behalf. This agency is coupled with an interest and is irrevocable without Holding Co.’s prior written consent.

Work Product. The Executive agrees that all copyrights, patents, trade secrets or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, or works of authorship developed or created by him during his employment by Holding Co. the Corporation and for a period of six 6 months thereafter, that (i) relate, whether directly or indirectly, to Holding Co.the Corporation’s actual or anticipated business, research or development or (ii) are suggested by or as a result of any work performed by the Executive on Holding Co.the Corporation’s behalf, shall, to the extent possible, be considered works made for hire within the meaning of the Copyright Act (17 U.S.C. § Section 101 et. et seq.) (the “Work Product”). All Work Product shall be and remain the property of Holding Co. the Corporation. To the extent that any such Work Product may not, under applicable law, be considered works made for hire, the Executive hereby grants, transfers, assigns, conveys and relinquishes, and agrees to grant, transfer, assign, convey and relinquish from time to time, on an exclusive basis, all of his right, title and interest in and to the Work Product to the Holding Co. Corporation in perpetuity or for the longest period otherwise permitted by law. Consistent with his recognition of Holding Co.the Corporation’s absolute ownership of all Work Product, the Executive agrees that he shall (i) not use any Work Product for the benefit of any party other than Holding Co. the Corporation and (ii) perform such acts and execute such documents and instruments as Holding Co. the Corporation may now or hereafter deem reasonably necessary or desirable to evidence the transfer of absolute ownership of all Work Product to Holding Co.the Corporation; provided, however, if following ten 10 days’ written notice from Holding Co.the Corporation, the Executive refuses, or is unable, due to disability, incapacity, or death, to execute such documents relating to the Work Product, he hereby appoints any of Holding Co.the Corporation’s officers as his attorney-in-fact to execute such documents on his behalf. This agency is coupled with an interest and is irrevocable without Holding Co.the Corporation’s prior written consent.

Work Product. The Executive agrees that all copyrights, patents, trade secrets or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, or works of authorship developed or created by him during his employment by Holding Co. the Corporation and for a period of six 6 months thereafter, that (i) relate, whether directly or indirectly, to Holding Co.’s the Corporation's actual or anticipated business, research or development or (ii) are suggested by or as a result of any work performed by the Executive on Holding Co.’s the Corporation's behalf, shall, to the extent possible, be considered works made for hire within the meaning of the Copyright Act (17 U.S.C. § Section 101 et. seq.) (the “"Work Product”"). All Work Product shall be and remain the property of Holding Co. the Corporation. To the extent that any such Work Product may not, under applicable law, be considered works made for hire, the Executive hereby grants, transfers, assigns, conveys and relinquishes, and agrees to grant, transfer, assign, convey and relinquish from time to time, on an exclusive basis, all of his right, title and interest in and to the Work Product to the Holding Co. Corporation in perpetuity or for the longest period otherwise permitted by law. Consistent with his recognition of Holding Co.’s the Corporation's absolute ownership of all Work Product, the Executive agrees that he shall (i) not use any Work Product for the benefit of any party other than Holding Co. the Corporation and (ii) perform such acts and execute such documents and instruments as Holding Co. the Corporation may now or hereafter deem reasonably necessary or desirable to evidence the transfer of absolute ownership of all Work Product to Holding Co.the Corporation; provided, however, if following ten 10 days’ ' written notice from Holding Co.the Corporation, the Executive refuses, or is unable, due to disability, incapacity, or death, to execute such documents relating to the Work Product, he hereby appoints any of Holding Co.’s the Corporation's officers as his attorney-in-fact to execute such documents on his behalf. This agency is coupled with an interest and is irrevocable without Holding Co.’s the Corporation's prior written consent.

Work Product. The Executive Sub-Recipient hereby acknowledges and agrees that all copyrightsreports, patentsplans, trade secrets or other intellectual property rights associated with any ideasspecifications, conceptstechnical data, techniquesdrawings, inventionssoftware system programs and documentation, processesprocedures, or works of authorship developed or created by him during his employment by Holding Co. files, operating instructions and for a period of six months thereafterprocedures, that (isource code(s) relateand documentation, whether directly or indirectlyincluding those necessary to upgrade and maintain the software program, state proprietary information, state data, end user data, Personal Health Information as defined in 45 CFR 160.103, and all information contained therein provided to Holding Co.’s actual or anticipated business, research or development or (ii) are suggested by or as a result of any work performed the State by the Executive on Holding Co.’s behalf, shall, Sub-Recipient in connection with its performance of service under this Agreement shall belong to the extent possible, be considered works made for hire within the meaning of the Copyright Act (17 U.S.C. § 101 et. seq.) (the “Work Product”). All Work Product shall be and remain is the property of Holding Co. To the extent State and will not be used in any way by the Sub-Recipient without the written consent of the State. Paper, reports, forms software programs, source code(s) and other materials which are a part of the work under this Agreement will not be copyrighted without written approval of the State. In the unlikely event that any such Work Product may not, under applicable law, be considered works made for hirecopyright does not fully belong to the State, the Executive hereby grantsState none the less reserves a royalty-free, transfers, assigns, conveys and relinquishesnon-exclusive, and irrevocable license to reproduce, publish, and otherwise use, and to authorize others to use, any such work for government purposes. Sub-Recipient agrees to grantreturn all information received from the State to State’s custody upon the end of the term of this contract, transferunless otherwise agreed in a writing signed by both parties. IT STANDARDS: Any software or hardware provided under this agreement will comply with state standards which can be found at xxxx://xxx.xx.xxx/standards/. HOLD HARMLESS: The Sub-Recipient agrees to hold harmless and indemnify the State of South Dakota, assignits officers, convey agents and relinquish employees, from time and against any and all actions, suits, damages, liability or other proceedings which may arise as the result of performing services hereunder. This section does not require the Sub-Recipient to timebe responsible for or defend against claims or damages arising solely from errors or omissions of the State, on an exclusive basisits officers, agents or employees. INSURANCE: Before beginning work under this Agreement, the Sub-Recipient shall furnish the State with properly executed Certificates of Insurance which shall clearly evidence all insurance required in this Agreement. The Sub-Recipient, at all times during the term of his rightthis Agreement, title shall obtain and interest maintain in force insurance coverage of the types and with the limits listed below. In the event of a substantial change in insurance, issuance of a new policy, cancellation or nonrenewal of the policy, the Sub-Recipient agrees to provide immediate notice to the Work Product to State and provide a new certificate of insurance showing continuous coverage in the Holding Co. in perpetuity or for amounts required. Sub-Recipient shall furnish copies of insurance policies if requested by the longest period otherwise permitted by law. Consistent with his recognition of Holding Co.’s absolute ownership of all Work Product, the Executive agrees that he shall (i) not use any Work Product for the benefit of any party other than Holding Co. and (ii) perform such acts and execute such documents and instruments as Holding Co. may now or hereafter deem reasonably necessary or desirable to evidence the transfer of absolute ownership of all Work Product to Holding Co.; provided, however, if following ten days’ written notice from Holding Co., the Executive refuses, or is unable, due to disability, incapacity, or death, to execute such documents relating to the Work Product, he hereby appoints any of Holding Co.’s officers as his attorney-in-fact to execute such documents on his behalf. This agency is coupled with an interest and is irrevocable without Holding Co.’s prior written consentState.

Work Product. The Executive agrees that all copyrights, patents, trade secrets or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, or works of authorship developed or created by him during his employment by Holding Co. the Corporation and for a period of six 6 months thereafter, that (i) relate, whether directly or indirectly, to Holding Co.the Corporation’s actual or anticipated business, research or development or (ii) are suggested by or as a result of any work performed by the Executive on Holding Co.the Corporation’s behalf, shall, to the extent possible, be considered works made for hire within the meaning of the Copyright Act (17 U.S.C. § Section 101 et. et seq.) (the “Work Product”). All Work Product shall be and remain the property of Holding Co. the Corporation. To the extent that any such Work Product may not, under applicable law, be considered works made for hire, the Executive hereby grants, transfers, assigns, conveys and relinquishes, and agrees to grant, transfer, assign, convey and relinquish from time to time, on an exclusive basis, all of his right, title and interest in and to the Work Product to the Holding Co. Corporation in perpetuity or for the longest period otherwise permitted by law. Consistent with his recognition of Holding Co.the Corporation’s absolute ownership of all Work Product, the Executive agrees that he shall (i) not use any Work Product for the benefit of any party other than Holding Co. the Corporation and (ii) at the Corporation’s sole expense, perform such acts and execute such documents and instruments as Holding Co. the Corporation may now or hereafter deem reasonably necessary or desirable to evidence the transfer of absolute ownership of all Work Product to Holding Co.the Corporation; provided, however, if following ten 10 days’ written notice from Holding Co.the Corporation, the Executive refuses, or is unable, due to disability, incapacity, or death, to execute such documents relating to the Work Product, he hereby appoints any of Holding Co.the Corporation’s officers as his attorney-in-fact to execute such documents on his behalf. This agency is coupled with an interest and is irrevocable without Holding Co.the Corporation’s prior written consent.

Work Product. The Executive agrees that all copyrights, patents, trade secrets or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, or works of authorship developed or created by him during his employment by Holding Co. the Company and for a period of six 6 months thereafter, that (i) relate, whether directly or indirectly, to Holding Co.the Company’s actual or anticipated business, research or development or (ii) are suggested by or as a result of derived from any work performed by the Executive on Holding Co.the Company’s behalf, shall, to the extent possible, be considered works made for hire within the meaning of the Copyright Act (17 U.S.C. § 101 et. seq.) (the “Work Product”). All Work Product shall be and remain the property of Holding Co. the Company. To the extent that any such Work Product may not, under applicable law, be considered works made for hire, the Executive hereby grants, transfers, assigns, conveys and relinquishes, and agrees to grant, transfer, assign, convey and relinquish from time to time, on an exclusive basis, all of his right, title and interest in and to the Work Product to the Holding Co. Company in perpetuity or for the longest period otherwise permitted by law. Consistent with his recognition of Holding Co.the Company’s absolute ownership of all Work Product, the Executive agrees that he shall (i) not use any Work Product for the benefit of any party other than Holding Co. the Company and (ii) perform such acts and execute such documents and instruments as Holding Co. the Company may now or hereafter deem reasonably necessary or desirable to evidence the transfer of absolute ownership of all Work Product to Holding Co.the Company; provided, however, if following ten (10) business days’ written notice from Holding Co.the Company, the Executive refuses, or is unable, due to disability, incapacity, or death, to execute such documents relating to the Work Product, he hereby appoints any of Holding Co.the Company’s officers as his attorney-in-fact to execute such documents on his behalf. This agency is coupled with an interest and is irrevocable without Holding Co.the Company’s prior written consent.

Work Product. The Executive agrees that all copyrights, patents, trade secrets or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, or works of authorship developed or created by him during his employment by Holding Co. the Corporation and for a period of six 6 months thereafter, that (i) relate, whether directly or indirectly, to Holding Co.the Corporation’s actual or anticipated business, research or development or (ii) are suggested by or as a result of any work performed by the Executive on Holding Co.the Corporation’s behalf, shall, to the extent possible, be considered works made for hire within the meaning of the Copyright Act (17 U.S.C. § 101 et. seq.) (the “Work Product”). All Work Product shall be and remain the property of Holding Co. the Corporation. To the extent that any such Work Product may not, under applicable law, be considered works made for hire, the Executive hereby grants, transfers, assigns, conveys and relinquishes, and agrees to grant, transfer, assign, convey and relinquish from time to time, on an exclusive basis, all of his right, title and interest in and to the Work Product to the Holding Co. Corporation in perpetuity or for the longest period otherwise permitted by law. Consistent with his recognition of Holding Co.the Corporation’s absolute ownership of all Work Product, the Executive agrees that he shall (i) not use any Work Product for the benefit of any party other than Holding Co. the Corporation and (ii) perform such acts and execute such documents and instruments as Holding Co. the Corporation may now or hereafter deem reasonably necessary or desirable to evidence the transfer of absolute ownership of all Work Product to Holding Co.the Corporation; provided, however, if following ten 10 days’ written notice from Holding Co.the Corporation, the Executive refuses, or is unable, due to disability, incapacity, or death, to execute such documents relating to the Work Product, he hereby appoints any of Holding Co.the Corporation’s officers as his attorney-in-fact to execute such documents on his behalf. This agency is coupled with an interest and is irrevocable without Holding Co.the Corporation’s prior written consent.

Work Product. The Executive agrees that all copyrights, patents, trade secrets or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, or works of authorship developed or created by him during his employment by Holding Co. the Corporation and for a period of six 6 months thereafter, that (i) relate, whether directly or indirectly, to Holding Co.’s the Corporation's actual or anticipated business, research or development or (ii) are suggested by or as a result of any work performed by the Executive on Holding Co.’s the Corporation's behalf, shall, to the extent possible, be considered works made for hire within the meaning of the Copyright Act (17 U.S.C. § Section 101 et. et seq.) (the “"Work Product”"). All Work Product shall be and remain the property of Holding Co. the Corporation. To the extent that any such Work Product may not, under applicable law, be considered works made for hire, the Executive hereby grants, transfers, assigns, conveys and relinquishes, and agrees to grant, transfer, assign, convey and relinquish from time to time, on an exclusive basis, all of his right, title and interest in and to the Work Product to the Holding Co. Corporation in perpetuity or for the longest period otherwise permitted by law. Consistent with his recognition of Holding Co.’s the Corporation's absolute ownership of all Work Product, the Executive agrees that he shall (i) not use any Work Product for the benefit of any party other than Holding Co. the Corporation and (ii) at the Corporation's sole expense, perform such acts and execute such documents and instruments as Holding Co. the Corporation may now or hereafter deem reasonably necessary or desirable to evidence the transfer of absolute ownership of all Work Product to Holding Co.the Corporation; provided, however, if following ten 10 days’ ' written notice from Holding Co.the Corporation, the Executive refuses, or is unable, due to disability, incapacity, or death, to execute such documents relating to the Work Product, he hereby appoints any of Holding Co.’s the Corporation's officers as his attorney-in-fact to execute such documents on his behalf. This agency is coupled with an interest and is irrevocable without Holding Co.’s the Corporation's prior written consent.

Work Product. The Executive agrees that all copyrights, patents, trade secrets or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, or works of authorship developed or created by him during his employment by Holding Co. the Company and for a period of six months thereafter, that (i) relate, whether directly or indirectly, to Holding Co.’s the Company's actual or anticipated business, research or development development, or (ii) are suggested by or as a result of any work performed by the Executive on Holding Co.’s the Company's behalf, shall, to the extent possible, be considered works made for hire within the meaning of the Copyright Act (17 U.S.C. § ss. 101 et. seq.) (the “"Work Product”"). All Work Product shall be and remain the property of Holding Co. the Company. To the extent that any such Work Product may not, under applicable law, be considered works made for hire, the Executive hereby grants, transfers, assigns, conveys and relinquishes, and agrees to grant, transfer, assign, convey and relinquish from time to time, on an exclusive basis, all of his right, title and interest in and to the Work Product to the Holding Co. Company in perpetuity or for the longest period otherwise permitted by law. Consistent with his recognition of Holding Co.’s the Company's absolute ownership of all Work Product, the Executive agrees that he shall (i) not use any Work Product for the benefit of any party other than Holding Co. the Company and (ii) perform such acts and execute such documents and instruments as Holding Co. the Company may now or hereafter deem reasonably necessary or desirable to evidence the transfer of absolute ownership of all Work Product to Holding Co.the Company; provided, however, if following ten (10) days’ ' written notice from Holding Co.the Company, the Executive refuses, or is unable, due to disabilityDisability (as defined below), incapacity, or death, to execute such documents relating to the Work Product, he hereby appoints any of Holding Co.’s the Company's officers as his attorney-in-fact to execute such documents on his behalf. This agency is coupled with an interest and is irrevocable without Holding Co.’s the Company's prior written consent.

Work Product. The Executive agrees that all copyrights, patents, trade secrets or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, or works of authorship developed or created by him her during his her employment by Holding Co. the Corporation and for a period of six 6 months thereafter, that (i) relate, whether directly or indirectly, to Holding Co.the Corporation’s actual or anticipated business, research or development or (ii) are suggested by or as a result of any work performed by the Executive on Holding Co.the Corporation’s behalf, shall, to the extent possible, be considered works made for hire within the meaning of the Copyright Act (17 U.S.C. § Section 101 et. et seq.) (the “Work Product”). All Work Product shall be and remain the property of Holding Co. the Corporation. To the extent that any such Work Product may not, under applicable law, be considered works made for hire, the Executive hereby grants, transfers, assigns, conveys and relinquishes, and agrees to grant, transfer, assign, convey and relinquish from time to time, on an exclusive basis, all of his her right, title and interest in and to the Work Product to the Holding Co. Corporation in perpetuity or for the longest period otherwise permitted by law. Consistent with his her recognition of Holding Co.the Corporation’s absolute ownership of all Work Product, the Executive agrees that he she shall (i) not use any Work Product for the benefit of any party other than Holding Co. the Corporation and (ii) at the Corporation’s sole expense, perform such acts and execute such documents and instruments as Holding Co. the Corporation may now or hereafter deem reasonably necessary or desirable to evidence the transfer of absolute ownership of all Work Product to Holding Co.the Corporation; provided, however, if following ten 10 days’ written notice from Holding Co.the Corporation, the Executive refuses, or is unable, due to disability, incapacity, or death, to execute such documents relating to the Work Product, he she hereby appoints any of Holding Co.the Corporation’s officers as his her attorney-in-fact to execute such documents on his her behalf. This agency is coupled with an interest and is irrevocable without Holding Co.the Corporation’s prior written consent.

Work Product. The Executive agrees that all copyrights, patents, trade secrets or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, or works of authorship developed or created by him during his employment by Holding Co. the Company and for a period of six (6) months thereafter, that (i) relate, whether directly or indirectly, to Holding Co.’s the actual or anticipated business, research or development of the Company, its subsidiaries or affiliates (ii) are suggested by or as a result of any work performed by the Executive on Holding Co.’s behalfbehalf of the Company, its subsidiaries or affiliates, shall, to the extent possible, be considered works made for hire within the meaning of the Copyright Act (17 U.S.C. § 101 et. seq.) (the seq.)(the “Work Product”). All Work Product shall be and remain the property of Holding Co. the Company or its affiliates. To the extent that any such Work Product may not, under applicable law, be considered works made for hire, the Executive hereby grants, transfers, assigns, conveys and relinquishes, and agrees to grant, transfer, assign, convey and relinquish from time to time, on an exclusive basis, all of his right, title and interest in and to the Work Product to the Holding Co. Company in perpetuity or for the longest period otherwise permitted by law. Consistent with his recognition of Holding Co.the Company’s absolute ownership of all Work Product, the Executive agrees that he shall (i) not use any Work Product for the benefit of any party other than Holding Co. the Company and (ii) perform such acts and execute such documents and instruments as Holding Co. the Company may now or hereafter deem reasonably necessary or desirable to evidence the transfer of absolute ownership of all Work Product to Holding Co.the Company; provided, however, if following ten (10) days’ written notice from Holding Co.the Company, the Executive refuses, or is unable, due to disability, incapacity, or death, to execute such documents relating to the Work Product, he hereby appoints any of Holding Co.the Company’s officers as his attorney-in-fact to execute such documents on his behalf. This agency is coupled with an interest and is irrevocable without Holding Co.the Company’s prior written consent.

Work Product. The Executive agrees that all copyrights, patents, trade secrets or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, or works of authorship developed or created by him during his employment by Holding Co. the Corporation and for a period of six 6 months thereafter, that (i) relate, whether directly or indirectly, to Holding Co.’s the Corporation's actual or anticipated business, research or development or (ii) are suggested by or as a result of any work performed by the Executive on Holding Co.’s the Corporation's behalf, shall, to the extent possible, be considered works made for hire within the meaning of the Copyright Act (17 U.S.C. § 101 et. seq.) (the “"Work Product”"). All Work Product shall be and remain the property of Holding Co. the Corporation. To the extent that any such Work Product may not, under applicable law, be considered works made for hire, the Executive hereby grants, transfers, assigns, conveys and relinquishes, and agrees to grant, transfer, assign, convey and relinquish from time to time, on an exclusive basis, all of his right, title and interest in and to the Work Product to the Holding Co. Corporation in perpetuity or for the longest period otherwise permitted by law. Consistent with his recognition of Holding Co.’s the Corporation's absolute ownership of all Work Product, the Executive agrees that he shall (i) not use any Work Product for the benefit of any party other than Holding Co. the Corporation and (ii) perform such acts and execute such documents and instruments as Holding Co. the Corporation may now or hereafter deem reasonably necessary or desirable to evidence the transfer of absolute ownership of all Work Product to Holding Co.the Corporation; provided, however, if following ten 10 days’ ' written notice from Holding Co.the Corporation, the Executive refuses, or is unable, due to disability, incapacity, or death, to execute such documents relating to the Work Product, he hereby appoints any of Holding Co.’s the Corporation's officers as his attorney-in-fact to execute such documents on his behalf. This agency is coupled with an interest and is irrevocable without Holding Co.’s the Corporation's prior written consent.

Work Product. The Executive Xxxxxx agrees that all copyrights, patents, trade secrets or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, or works of authorship developed or created by him her during his her employment by Holding Co. and for a period of six months thereafter, Intersections that (i) relate, whether directly or indirectly, to Holding Co.’s Intersections’ actual or anticipated business, research or development or (ii) are suggested by or as a result of any work performed by the Executive Xxxxxx on Holding Co.’s Intersections’ behalf, shall, to the extent possible, be considered works made for hire within the meaning of the Copyright Act (17 U.S.C. § 101 et. seq.) (the “Work Product”). All Work Product shall be and remain the property of Holding Co. Intersections. To the extent that any such Work Product may not, under applicable law, be considered works made for hire, the Executive Xxxxxx hereby grants, transfers, assigns, conveys and relinquishes, and agrees to grant, transfer, assign, convey and relinquish from time to time, on an exclusive basis, all of his her right, title and interest in and to the Work Product to the Holding Co. Intersections in perpetuity or for the longest period otherwise permitted by law. Consistent with his her recognition of Holding Co.’s Intersections’ absolute ownership of all Work Product, the Executive Xxxxxx agrees that he she shall (i) not use any Work Product for the benefit of any party other than Holding Co. Intersections and (ii) perform such acts and execute such documents and instruments as Holding Co. Intersections may now or hereafter deem reasonably necessary or desirable to evidence the transfer of absolute ownership of all Work Product to Holding Co.Intersections; provided, however, if following ten 10 days’ written notice from Holding Co.Intersections, the Executive Xxxxxx refuses, or is unable, due to disability, incapacity, or death, to execute such documents relating to the Work Product, he she hereby appoints any of Holding Co.’s Intersections’ officers as his her attorney-in-fact to execute such documents on his her behalf. This agency is coupled with an interest and is irrevocable without Holding Co.’s Intersections’ prior written consent.