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.’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 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 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. § 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 to promptly disclose to the Company in writing any and all work product, including Intellectual Property relating to the business of the Company Group, that all copyrightsis created, patentsdeveloped, trade secrets or other intellectual property rights associated with any ideasacquired, conceptsauthored, techniquesmodified, inventionscomposed, processesinvented, discovered, performed, reduced to practice, perfected, 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 learned by the Executive on Holding Co.(either solely or jointly with others) relating to the Company Group’s behalfbusiness or within the scope of the Executive’s employment during the Term (collectively, shall“Work Product,” and together with such Intellectual Property as may be owned, used, held for use, or acquired by the Company Group, the “Company IP”). The Company IP, including the Work Product, is and shall be the sole and exclusive property of the Company Group, as applicable. All Work Product that is copyrightable subject matter shall be considered a “work made for hire” to the extent possible, be considered works made for hire permitted under applicable copyright law (including within the meaning of Title 17 of the Copyright Act (17 U.S.C. § 101 et. seq.United States Code) (and will be considered the “Work Product”). All Work Product shall be and remain the sole property of Holding Co. the Company. To the extent that any such Work Product may not, under applicable law, be is not considered works a “work 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 basiswithout any requirement of further consideration, all of his right, title title, and interest in and to the Work Product (whether now or hereafter existing, including all associated goodwill, damages and payments for past or future infringements and misappropriations thereof and rights to xxx for past and future infringements and misappropriates thereof) to the Holding Co. Company in perpetuity or for the longest period otherwise permitted by under applicable law. Consistent with his recognition of Holding Co.The Executive agrees, at 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. 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 deathexpense, to execute any documents requested by the Company Group at any time to give full and proper effect to such documents relating assignment. The Executive acknowledges and agrees that the Company is and will be the sole and absolute owner of all Intellectual Property, including all Company IP. The Executive will cooperate with the Company Group, at no additional cost to such parties (whether during or after the Term), in the confirmation, registration, protection and enforcement of the rights and property of the Company Group in such intellectual property, materials and assets, including, without limitation, the Company IP. The Executive hereby waives any so-called “moral rights of authors” in connection with the Work Product and acknowledges and agrees that the Company may use, exploit, distribute, reproduce, advertise, promote, publicize, alter, modify or edit the Work Product or combine the Work Product with other works including other Company IP, at the Company’s sole discretion, in any format or medium hereafter devised. The Executive further waives any and all rights to seek or obtain any injunctive or equitable relief in connection with 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.’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 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 Group Company and for a period of six 6 months thereafter, that (i) relate, whether directly or indirectly, to Holding Co.the Group Company’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 Group Company’s behalf, shall, to the extent possible, with the exception of the work product enumerated at Schedule A, 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 Group 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. Group Company in perpetuity or for the longest period otherwise permitted by law. Consistent with his recognition of Holding Co.the Group 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 Group Company and (ii) at the Group Company’s sole expense, perform such acts and execute such documents and instruments as Holding Co. the Group 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 Group Company; provided, however, if following ten 10 days’ written notice from Holding Co.the Group 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 Group 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 Group 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 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 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.