Common use of Work Product Clause in Contracts

Work Product. For purposes of this Agreement Section 6, “Work Product” shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, patentable inventions, discoveries and other intellectual property rights in any programming, design, documentation, technology, or other work product that is created in connection with Executive’s work. In addition, all rights in any preexisting programming, design, documentation, technology, or other Work Product provided to the Company during Executive’s employment shall automatically become part of the Work Product hereunder, whether or not it arises specifically out of Executive’s “Work.” For purposes of this Agreement, “Work” shall mean (i) any direct assignments and required performance by or for the Company, and (ii) any other productive output that relates to the business of the Company and is produced during the course of Executive’s employment or engagement by the Company. For this purpose, Work may be considered present even after normal working hours, away from the Company’s premises, on an unsupervised basis, alone or with others. Unless otherwise approved in writing by the Company’s Board, this Agreement shall apply to all Work Product created in connection with all Work conducted before or after the date of this Agreement. The Company shall own all rights in the Work Product. To this end, all Work Product shall be considered work made for hire for the Company. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive for hire for the Company (or if ownership of all rights therein do not otherwise vest exclusively in the Company immediately), Executive agrees to assign, and upon creation thereof does hereby automatically assign, without further consideration, the ownership thereof to the Company. Executive hereby irrevocably relinquishes for the benefit of the Company and its assigns any moral rights in the Work Product recognized by applicable law. The Company shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive agrees to perform upon the request of the Company, during or after Executive’s Work or employment, such further acts as may be necessary or desirable to transfer, perfect, and defend the Company’s ownership of the Work Product, including by (i) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii) providing testimony in connection with any proceeding affecting the rights of the Company in any Work Product. In the event that Executive is required to perform the services described in this paragraph after his employment with the Company has terminated, Executive will be reasonably compensated for actual time spent providing such services. Executive warrants that his Work for the Company does not and will not in any way conflict with any obligations Executive may have with any prior employer or contractor. Executive also agrees to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s intellectual property rights.

Work Product. For purposes of this Agreement Section 6Paragraph 4, “"Work Product” " shall ------------ mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, patentable inventions, discoveries and other intellectual property rights in any programming, design, documentation, technology, or other work product that is created in connection with Executive’s 's work. In addition, all rights in any preexisting programming, design, documentation, technology, or other Work Product provided to the Company Employer during Executive’s 's employment shall automatically become part of the Work Product hereunder, whether or not it arises specifically out of Executive’s “my "Work.” " For purposes of this Agreement, “"Work” " shall mean (i1) any direct assignments and required performance by or for the CompanyEmployer, and (ii2) any other productive output that relates to the business of the Company Employer and is produced during the course of Executive’s 's employment or engagement by the CompanyEmployer. For this purpose, Work may be considered present even after normal working hours, away from the Company’s Employer's premises, on an unsupervised basis, alone or with others. Unless otherwise approved in writing by the Company’s BoardBoard of Directors of Employer, this Agreement shall apply to all Work Product created in connection with all Work conducted before or after the date of this Agreement. The Company Employer shall own all rights in the Work Product. To this end, all Work Product shall be considered work made for hire for the CompanyEmployer. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive for hire for the Company Employer (or if ownership of all rights therein do not otherwise vest exclusively in the Company Employer immediately), Executive agrees to assign, and upon creation thereof does hereby automatically assign, without with further consideration, the ownership thereof to the CompanyEmployer. Executive hereby irrevocably relinquishes for the benefit of the Company Employer and its assigns any moral rights in the Work Product recognized by applicable law. The Company Employer shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive agrees to perform upon the request of the CompanyEmployer, during or after Executive’s 's Work or employment, such further acts as may be necessary or desirable to transfer, perfect, and defend the Company’s Employer's ownership of the Work Product, including by (i1) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii2) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii3) providing testimony in connection with any proceeding affecting the rights of the Company Employer in any Work Product. In the event that Executive is required to perform the services described in this paragraph after his employment with the Company has terminated, Executive will be reasonably compensated for actual time spent providing such services. Executive warrants that his Executive's Work for the Company Employer does not and will not in any way conflict with any remaining obligations Executive may have with any prior employer or contractor. Executive also agrees to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s 's intellectual property rights.

Work Product. For purposes of this Agreement Section 6Paragraph 4, “Work Product” shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, patentable inventions, discoveries and other intellectual property rights in any programming, design, documentation, technology, or other work product that is created in connection with ExecutiveEmployee’s work. In addition, all rights in any preexisting programming, design, documentation, technology, or other Work Product provided to the Company Employer during ExecutiveEmployee’s employment shall automatically become part of the Work Product hereunder, whether or not it arises specifically out of Executive’s my “Work.” For purposes of this Agreement, “Work” shall mean (i1) any direct assignments and required performance by or for the CompanyEmployer, and (ii2) any other productive output that relates to the business of the Company Employer and is produced during the course of ExecutiveEmployee’s employment or engagement by the CompanyEmployer. For this purpose, Work may be considered present even after normal working hours, away from the CompanyEmployer’s premises, on an unsupervised basis, alone or with others. Unless otherwise approved in writing by the Company’s BoardBoard of Directors of Employer, this Agreement shall apply to all Work Product created in connection with all Work conducted before or after the date of this Agreement. The Company Employer shall own all rights in the Work Product. To this end, all Work Product shall be considered work made for hire for the CompanyEmployer. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive Employee for hire for the Company Employer (or if ownership of all rights therein do not otherwise vest exclusively in the Company Employer immediately), Executive Employee agrees to assign, and upon creation thereof does hereby automatically assign, without with further consideration, the ownership thereof to the CompanyEmployer. Executive Employee hereby irrevocably relinquishes for the benefit of the Company Employer and its assigns any moral rights in the Work Product recognized by applicable law. The Company Employer shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive Employee agrees to perform upon the request of the CompanyEmployer, during or after ExecutiveEmployee’s Work or employment, such further acts as may be necessary or desirable to transfer, perfect, and defend the CompanyEmployer’s ownership of the Work Product, including by (i1) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii2) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii3) providing testimony in connection with any proceeding affecting the rights of the Company Employer in any Work Product. In the event that Executive is required to perform the services described in this paragraph after his employment with the Company has terminated, Executive will be reasonably compensated for actual time spent providing such services. Executive Employee warrants that his Employee’s Work for the Company Employer does not and will not in any way conflict with any remaining obligations Executive Employee may have with any prior employer or contractor. Executive Employee also agrees to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s intellectual property rights.

Work Product. For purposes of this Agreement Section 64, “"Work Product” " shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, patentable inventions, discoveries and other intellectual property rights in any programming, design, documentation, technology, or other work product that is created in connection with Executive’s 's work. In addition, all rights in any preexisting programming, design, documentation, technology, or other Work Product provided to the Company Employer during Executive’s 's employment shall automatically become part of the Work Product hereunder, whether or not it arises specifically out of Executive’s “my "Work.” " For purposes of this Agreement, “"Work” " shall mean (i1) any direct assignments and required performance by or for the CompanyEmployer, and (ii2) any other productive output that relates to the business of the Company Employer and is produced during the course of Executive’s 's employment or engagement by the CompanyEmployer. For this purpose, Work may be considered present even after normal working hours, away from the Company’s Employer's premises, on an unsupervised basis, alone or with others. Unless otherwise approved in writing by the Company’s BoardBoard of Directors of Employer, this Agreement shall apply to all Work Product created in connection with all Work conducted before or after the date of this Agreement. The Company Employer shall own all rights in the Work Product. To this end, all Work Product shall be considered work made for hire for the CompanyEmployer. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive for hire for the Company Employer (or if ownership of all rights therein do not otherwise vest exclusively in the Company Employer immediately), Executive agrees to assign, and upon creation thereof does hereby automatically assign, without with further consideration, the ownership thereof to the CompanyEmployer. Executive hereby irrevocably relinquishes for the benefit of the Company Employer and its assigns any moral rights in the Work Product recognized by applicable law. The Company Employer shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive agrees to perform upon the request of the CompanyEmployer, during or after Executive’s 's Work or employment, such further acts as may be necessary or desirable to transfer, perfect, and defend the Company’s Employer's ownership of the Work Product, including by (i1) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii2) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii3) providing testimony in connection with any proceeding affecting the rights of the Company Employer in any Work Product. In the event that Executive is required to perform the services described in this paragraph after his employment with the Company has terminated, Executive will be reasonably compensated for actual time spent providing such services. Executive warrants that his Executive's Work for the Company Employer does not and will not in any way conflict with any remaining obligations Executive may have with any prior employer or contractor. Executive also agrees to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s 's intellectual property rights.

Work Product. For purposes of this Agreement Section 6, “Work Product” shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, patentable inventions, discoveries (a) In return for continuing employment with the Company and other intellectual property rights good and valuable consideration, the sufficiency of which is hereby acknowledged and agreed, each Employee Member agrees that he or she shall not have any proprietary interest in any programming, design, documentation, technology, or other work product that is created in connection with Executive’s work. In additiondeveloped or used by such Employee Member, all rights in any preexisting programmingeither prior to or after the Effective Date, design, documentation, technology, or other Work Product provided to the Company during Executive’s employment shall automatically become part of the Work Product hereunder, whether or not it arises specifically and arising out of Executive’s “Work.” For purposes of this Agreement, “Work” shall mean (i) any direct assignments and required performance by his or for the Company, and (ii) any other productive output that relates to the business her status as a Member or employee of the Company and is produced during the course or any of Executive’s employment or engagement by the Company. For this purpose, Work may be considered present even after normal working hours, away from the Company’s premises, on an unsupervised basis, alone or with others. Unless otherwise approved in writing by the Company’s Board, this Agreement shall apply its Affiliates whether prior to all Work Product created in connection with all Work conducted before or after the date of this AgreementEffective Date or otherwise. The Company shall own all rights in the Work Product. To this end, all Work Product shall be considered work made for hire for Each Employee Member agrees to assign and hereby irrevocably assigns to the Company. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive for hire for the Company (or if ownership of all rights therein do not otherwise vest exclusively in the Company immediately), Executive agrees to assign, and upon creation thereof does hereby automatically assign, without further consideration, all right, title, and interest that such Employee Member has, may presently have or acquire (throughout the ownership thereof United States and in all foreign countries), free and clear of all liens and encumbrances, in and to the Company. Executive hereby irrevocably relinquishes for the benefit of the Company and its assigns any moral rights in the each Work Product recognized by applicable law. The Company (as defined herein), which Work Product shall have be the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive agrees to perform upon the request sole property of the Company, during whether or after Executive’s not patentable. “Work Product” as used herein shall mean all ideas, processes, trademarks, service marks, inventions, technology, computer programs, radio and television infomercials and the scripts related thereto, computer software (including object code and source code), original works of authorship, designs, formulas, discoveries, patents, copyrights, moral rights (including but not limited to rights to attribution or employmentintegrity) and all improvements, such further acts as may be necessary or desirable to transfer, perfectrights, and defend claims related to the Company’s ownership foregoing that are conceived, created, developed, or reduced to practice by such Employee Member alone or with others while he or she was a Member or an employee of the Work ProductCompany or any of its Affiliates. In addition, to the extent not assigned, each Employee Member hereby irrevocably waives any moral rights (including by (irights of attribution and integrity) executingthat such Employee Member had, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents has or may have with respect to the Work Product in any countries, and Product. Each Employee Member acknowledges that all original works of authorship which are made by such Employee Member (iiisolely or jointly with others) providing testimony in connection with any proceeding affecting the rights while he or she was a Member or an employee of the Company or any of its Affiliates and which are protectable by copyright are “Works Made For Hire” as defined in any the United States Copyright Act (17 USCA, § 101) and are included in the definition of Work Product. In the event that Executive is required to perform the services described in this paragraph after his employment with the Company has terminated, Executive will be reasonably compensated for actual time spent providing such services. Executive warrants that his Work for the Company does not and will not in any way conflict with any obligations Executive may have with any prior employer or contractor. Executive also agrees to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s intellectual property rights.

Work Product. For purposes of this Agreement Section 67, “Work Product” shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, patentable inventions, discoveries and other intellectual property rights in any programming, design, documentation, technology, or other work product that is created in connection with Executive’s work. In addition, all rights in any preexisting programming, design, documentation, technology, or other Work Product provided to the Company during Executive’s employment shall automatically become part of the Work Product hereunder, whether or not it arises specifically out of Executive’s “Work.” For purposes of this Agreement, “Work” shall mean (i) any direct assignments and required performance by or for the Company, and (ii) any other productive output that relates to the business of the Company and is produced during the course of Executive’s employment or engagement by the Company. For this purpose, Work may be considered present even after normal working hours, away from the Company’s premises, on an unsupervised basis, alone or with others. Unless otherwise approved in writing by the Company’s Board, this Agreement shall apply to all Work Product created in connection with all Work conducted before or after the date of this Agreement. The Company shall own all rights in the Work Product. To this end, all Work Product shall be considered work made for hire for the Company. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive for hire for the Company (or if ownership of all rights therein do not otherwise vest exclusively in the Company immediately), Executive agrees to assign, and upon creation thereof does hereby automatically assign, without further consideration, the ownership thereof to the Company. Executive hereby irrevocably relinquishes for the benefit of the Company and its assigns any moral rights in the Work Product recognized by applicable law. The Company shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive agrees to perform upon the request of the Company, during or after Executive’s Work or employment, such further acts as may be necessary or desirable to transfer, perfect, and defend the Company’s ownership of the Work Product, including by (i) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii) providing testimony in connection with any proceeding affecting the rights of the Company in any Work Product. In the event that Executive is required to perform the services described in this paragraph after his employment with the Company has terminated, Executive will be reasonably compensated for actual time spent providing such services. Executive warrants that that, to the best of his knowledge, his Work for the Company does not and will not in any way conflict with any obligations Executive may have with any prior employer the Company or contractor. Executive also agrees agrees, to the best of his ability, to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s intellectual property rights.

Work Product. For purposes of this Agreement Section 610, “Work Product” shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, trademarks, trade names, patentable inventions, discoveries and other intellectual property rights in any programming, design, documentation, technology, or other work product that is created in connection with ExecutiveEmployee’s work. In addition, all rights in any preexisting programming, design, documentation, technology, or other Work Product provided to the Company during ExecutiveEmployee’s employment shall automatically become part of the Work Product hereunder, whether or not it arises specifically out of ExecutiveEmployee’s “Work.” For purposes of this Agreement, “Work” shall mean (i) any direct assignments and required performance by or for the Company, and (ii2) any other productive output that relates to the business of the Company and is produced during the course of ExecutiveEmployee’s employment or engagement by the Company. For this purpose, Work may be considered present even after normal working hours, away from the Company’s premises, on an unsupervised basis, alone or with others. Unless otherwise approved in writing by the Chief Executive Officer of the Company’s Board, this Agreement shall apply to all Work Product created in connection with all Work conducted before or after the date of this Agreement. The Company shall own all rights in the Work Product. To this end, all Work Product shall be considered work made for hire for the Company. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive Employee for hire for the Company (or if ownership of all rights therein do not otherwise vest exclusively in the Company immediately), Executive Employee agrees to assign, and upon creation thereof does hereby automatically assign, without further consideration, the ownership thereof to the Company. Executive Employee hereby irrevocably relinquishes for the benefit of the Company and its assigns any moral rights in the Work Product recognized by applicable law. The Company shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive Employee agrees to perform upon the request of the Company, during or after ExecutiveEmployee’s Work or employment, such further acts as may be necessary or desirable to transfer, perfect, and defend the Company’s ownership of the Work Product, including by (i1) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii2) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii3) providing testimony in connection with any proceeding affecting the rights of the Company in any Work Product. In the event that Executive is required to perform the services described in this paragraph after his employment with the Company has terminated, Executive will be reasonably compensated for actual time spent providing such services. Executive warrants that his Work for the Company does not and will not in any way conflict with any obligations Executive may have with any prior employer or contractor. Executive Employee also agrees to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s intellectual property rights.

Work Product. For purposes of this Agreement Section 68, “Work Product” shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, patentable inventions, discoveries and other intellectual property rights in any programming, design, documentation, technology, or other work product that is created in connection with Executive’s work. In addition, all rights in any preexisting programming, design, documentation, technology, or other Work Product provided to the Company during Executive’s employment shall automatically become part of the Work Product hereunder, whether or not it arises specifically out of Executive’s “Work.” For purposes of this Agreement, “Work” shall mean (i) any direct assignments and required performance by or for the Company, and (ii) any other productive output that relates to the business of the Company and is produced during the course of Executive’s employment or engagement by the Company. For this purpose, Work may be considered present even after normal working hours, away from the Company’s premises, on an unsupervised basis, alone or with others. Unless otherwise approved in writing by the Company’s Board, this Agreement shall apply to all Work Product created in connection with all Work conducted before or after the date of this Agreement. The Company shall own all rights in the Work Product. To this end, all Work Product shall be considered work made for hire for the Company. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive for hire for the Company (or if ownership of all rights therein do not otherwise vest exclusively in the Company immediately), Executive agrees to assign, and upon creation thereof does hereby automatically assign, without further consideration, the ownership thereof to the Company. Executive hereby irrevocably relinquishes for the benefit of the Company and its assigns any moral rights in the Work Product recognized by applicable law. The Company shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive agrees to perform upon the request of the Company, during or after Executive’s Work or employment, such further acts as may be necessary or desirable to transfer, perfect, and defend the Company’s ownership of the Work Product, including by (i) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii) providing testimony in connection with any proceeding affecting the rights of the Company in any Work Product. In the event that Executive is required to perform the services described in this paragraph after his employment with the Company has terminated, Executive will be reasonably compensated for actual time spent providing such services. Executive warrants that his Work for the Company does not and will not in any way conflict with any obligations Executive may have with any prior employer the Company or contractor. Executive also agrees agrees, to the best of his ability, to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s intellectual property rights.

Work Product. For purposes of this Agreement Section 68, “Work Product” shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, trademarks, trade names, patentable inventions, discoveries and other intellectual property rights in any programming, design, documentation, technology, or other work product that is created in connection with Executive’s workwork or using the Company’s materials. In addition, all rights in any preexisting programming, design, documentation, technology, or other Work Product provided to the Company during Executive’s employment shall automatically become part of the Work Product hereunder, whether or not it arises specifically out of Executive’s “Work.” For purposes of this Agreement, “Work” shall mean (i1) any direct assignments and required performance by or for the Company, and (ii2) any other productive output that relates to the business of the Company and is produced during the course of Executive’s employment or engagement by the Company. For this purpose, Work may be considered present even after normal working hours, away from the Company’s premises, on an unsupervised basis, alone or with others. Unless otherwise approved in writing by the Chief Executive Officer or the Board of Directors of the Company’s Board, this Agreement shall apply to all Work Product created in connection with all Work conducted before or after the date of this Agreement. The Company shall own all rights in the Work Product. To this end, all Work Product shall be considered work made for hire for the Company. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive for hire for the Company (or if ownership of all rights therein do not otherwise vest exclusively in the Company immediately), Executive agrees to assign, and upon creation thereof does hereby automatically assign, without further consideration, the ownership thereof to the Company. Executive hereby irrevocably relinquishes for the benefit of the Company and its assigns any moral rights in the Work Product recognized by applicable law. The Company shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive agrees to perform upon the request of the Company, during or after Executive’s Work or employmentemployment with the Company, such further acts as may be necessary or desirable to transfer, perfect, and defend the Company’s ownership of the Work Product, including by (i1) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii2) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii3) providing testimony in connection with any proceeding affecting the rights of the Company in any Work Product. In the event that Executive is required to perform the services described in this paragraph after his employment with the Company has terminated, Executive will be reasonably compensated for actual time spent providing such services. Executive warrants that his Work for the Company does not and will not in any way conflict with any obligations Executive may have with any prior employer or contractor. Executive also agrees to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s intellectual property rights.

Work Product. For purposes of this Agreement Section 612, “Work Product” shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, trademarks, trade names, patentable inventions, discoveries and other intellectual property rights in any programming, design, documentation, technology, or other work product that is created in connection with Executive’s workwork or using the Company’s materials. In addition, all rights in any preexisting programming, design, documentation, technology, or other Work Product provided to the Company during Executive’s employment shall automatically become part of the Work Product hereunder, whether or not it arises specifically out of Executive’s “Work.” For purposes of this Agreement, “Work” shall mean (i1) any direct assignments and required performance by or for the Company, and (ii2) any other productive output that relates to the business of the Company and is produced during the course of Executive’s employment or engagement by the Company. For this purpose, Work may be considered present even after normal working hours, away from the Company’s premises, on an unsupervised basis, alone or with others. Unless otherwise approved in writing by the Chief Executive Officer or the Board of Directors of the Company’s Board, this Agreement shall apply to all Work Product created in connection with all Work conducted before or after the date of this Agreement. The Company shall own all rights in the Work Product. To this end, all Work Product shall be considered work made for hire for the Company. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive for hire for the Company (or if ownership of all rights therein do not otherwise vest exclusively in the Company immediately), Executive agrees to assign, and upon creation thereof does hereby automatically assign, without further consideration, the ownership thereof to the Company. Executive hereby irrevocably relinquishes for the benefit of the Company and its assigns any moral rights in the Work Product recognized by applicable law. The Company shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive agrees to perform upon the request of the Company, during or after Executive’s Work or employmentemployment with the Company, such further acts as may be necessary or desirable to transfer, perfect, and defend the Company’s ownership of the Work Product, including by (i1) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii2) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii3) providing testimony in connection with any proceeding affecting the rights of the Company in any Work Product. In the event that Executive is required to perform the services described in this paragraph after his employment with the Company has terminated, Executive will be reasonably compensated for actual time spent providing such services. Executive warrants that his Work for the Company does not and will not in any way conflict with any obligations Executive may have with any prior employer or contractor. Executive also agrees to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s intellectual property rights.

Work Product. For purposes of this Agreement Section 6All work product, “Work Product” shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, patentable inventions, discoveries and other intellectual property rights discoveries, applications, production methods, software (in any programmingform including source code and object code), designalgorithms, application programming interfaces and all designs, processes, techniques, and ideas unique and proprietary to the APEXWare product suite and all formulae, documentation, technologyflow charts, trade-marks, and derivative works or other work product that is created in connection with Executive’s work. In addition, all rights in improvements related to any preexisting programming, design, documentation, technology, or other Work Product provided to the Company during Executive’s employment shall automatically become part of the Work Product hereunderforgoing, whether or not it arises specifically out of Executive’s “Work.” For purposes of this Agreement, “Work” shall mean (i) any direct assignments and required performance by patentable or for the Company, and (ii) registrable under copyright or any other productive output form of intellectual property protection, that relates to the business of the Company and is produced during the course of Executive’s employment Employee conceives or engagement by the Company. For this purposeconceived, Work may be considered present even after normal working hoursdeveloped, away from the Company’s premises, on an unsupervised basiscreated or maintained, alone or with others. Unless otherwise approved in writing , while employed under this Agreement and thereafter or with the Corporation prior to this Agreement (collectively, the “Work Product”) and all Confidential Information maintained by the Company’s BoardEmployee during employment, this Agreement at all times, shall apply to all Work Product created be owned by the Corporation as the first owner of copyright, shall be considered as authored by the Corporation, shall remain the exclusive property of the Corporation and shall be "work made in connection with all Work conducted before or after the date course of this Agreementemployment" under copyright laws. The Company shall own all rights All copyright in the Work Product. To this endProduct and all other right, all title and interest (including patent, trade-xxxx and design rights) in the Work Product shall be considered work made for hire for unconditionally and irrevocably assigned by the CompanyEmployee to the Corporation. If The Employee shall promptly disclose any such Work Product to the Corporation and perform all actions reasonably required by the Corporation at any time to establish and confirm the ownership of the Work Product may notby the Corporation (including all assignments, by operation consents, powers of law or agreementattorneys, be considered Work made by Executive for hire for the Company (or if ownership of all rights therein do not otherwise vest exclusively in the Company immediatelyapplications and other instruments), Executive agrees to assign, and upon creation thereof does hereby automatically assign, without further consideration, the ownership thereof to the Company. Executive The Employee hereby irrevocably relinquishes for and unconditionally waives in perpetuity any moral rights, droit morale or similar rights under the benefit laws of any jurisdiction that Employee may have with respect to Work Product and acknowledges that this waiver may be invoked by all licensees and assignees of the Company and its assigns Corporation. The Employee shall not institute any moral rights in action on the ground that any change, deletion, addition or other use of the Work Product recognized by applicable lawviolates such rights. The Company shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive agrees to perform upon the request of the Company, during or after Executive’s Work or employment, such further acts as may be necessary or desirable to transfer, perfect, and defend the Company’s ownership of the Work Product, including by (i) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii) providing testimony in connection with any proceeding affecting the rights of the Company in any Work Product. In the event that Executive is required to perform the services described in this paragraph after his employment with the Company has terminated, Executive will be reasonably compensated for actual time spent providing such services. Executive warrants that his Work for the Company does not and will not in any way conflict with any obligations Executive may have with any prior employer or contractor. Executive also agrees to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s intellectual property rights.Table Of Contents

Work Product. For purposes of this Agreement Section 69, “Work Product” shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, trademarks, trade names, patentable inventions, discoveries and other intellectual property rights in any programming, design, documentation, technology, or other work product that is created in connection with Executive’s workwork or using the Company’s materials. In addition, all rights in any preexisting programming, design, documentation, technology, or other Work Product provided to the Company during Executive’s employment shall automatically become part of the Work Product hereunder, whether or not it arises specifically out of Executive’s “Work.” For purposes of this Agreement, “Work” shall mean (i1) any direct assignments and required performance by or for the Company, and (ii2) any other productive output that relates to the business of the Company and is produced during the course of Executive’s employment or engagement by the Company. For this purpose, Work may be considered present even after normal working hours, away from the Company’s premises, on an unsupervised basis, alone or with others. Unless otherwise approved in writing by the Company’s Chief Executive Officer or the Board, this Agreement shall apply to all Work Product created in connection with all ail Work conducted before or after the date of this Agreement. The Company shall own all rights in the Work Product. To this end, all Work Product shall be considered work made for hire for the Company. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive for hire for the Company (or if ownership of all rights therein do not otherwise vest exclusively in the Company immediately), Executive agrees to assign, and upon creation thereof does hereby automatically assign, without further consideration, the ownership thereof to the Company. Executive hereby irrevocably relinquishes for the benefit of the Company and its assigns any moral rights in the Work Product recognized by applicable law. The Company shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive agrees to perform upon the request of the Company, during or after Executive’s Work or employment, such further acts as may be necessary or desirable to transfer, perfect, and defend the Company’s ownership of the Work Product, including by (i) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii) providing testimony in connection with any proceeding affecting the rights of the Company in any Work Product. In the event that Executive is required to perform the services described in this paragraph after his employment with the Company has terminated, Executive will be reasonably compensated for actual time spent providing such services. Executive warrants that his Work for the Company does not and will not in any way conflict with any obligations Executive may have with any prior employer or contractor. Executive also agrees to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s intellectual property rights.

Work Product. For purposes of this Agreement Section 69, “Work Product” shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, trademarks, trade names, patentable inventions, discoveries and other intellectual property rights in any programming, design, documentation, technology, or other work product that is created in connection with Executive’s workwork for the Company or using the Company’s materials. In addition, all rights in any preexisting programming, design, documentation, technology, or other Work Product provided to the Company during Executive’s employment shall automatically become part of the Work Product hereunder, whether or not it arises specifically out of Executive’s “Work.” . For purposes of this Agreement, “Work” shall mean (i1) any direct assignments and required performance by or for the Company, and (ii2) any other productive output that relates to the business of the Company and is produced during the course of Executive’s employment or engagement by the Company. For this purpose, Work may be considered present even after normal working hours, away from the Company’s premises, on an unsupervised basis, alone or with othersothers if it relates to the Business. Unless otherwise approved in writing by the Chief Executive Officer or the Board of Directors of the Company’s Board, this Agreement shall apply to all Work Product created in connection with all Work conducted before or after the date of this Agreement. The Company shall own all rights in the Work Product. To this end, all Work Product shall be considered work made for hire for the Company. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive for hire for the Company (or if ownership of all rights therein do not otherwise vest exclusively in the Company immediately), Executive agrees to assign, and upon creation thereof does hereby automatically assign, without further consideration, the ownership thereof to the Company. Executive hereby irrevocably relinquishes for the benefit of the Company and its assigns any moral rights in the Work Product recognized by applicable law. The Company shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive agrees to perform upon the request of the Company, during or after Executive’s Work or employmentemployment with the Company, such further standalone acts as may be necessary or desirable to transfer, perfect, and defend the Company’s ownership of the Work Product, including by (i1) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii2) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii3) providing testimony in connection with any proceeding affecting the rights of the Company in any Work Product. In However, in the event that Executive is required to perform completing the services acts described above in this third paragraph after his employment with of Section 9 exceeds a “Reasonable Period” of time, the Company has terminatedshall pay the Executive, $200 per hour for such post-termination work by him which exceeds this Reasonable Period. For purposes of this Agreement, Reasonable Period shall be defined as any amount of work completed by the Executive will be reasonably compensated for actual time spent providing such services. Executive warrants that his Work for which exceeds 30 hours in the Company does not and will not in any way conflict with any obligations Executive may have with any prior employer or contractor. Executive also agrees to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s intellectual property rightsaggregate, post-termination.

Work Product. For (a) All work product produced by Executive in the performance of the services as President and CEO of Xxxx.xxx, alone or in conjunction with any other officer, agent or other employee of Xxxx.xxx, or Gannett Co., Inc., during the Term will be owned solely and exclusively by Xxxx.xxx, and Executive agrees he will not make any claims with respect thereto. This includes, but is not limited to, any ideas, concepts, treatments, proposals, budgets, business contacts, and business relationships that Executive develops or contributes to in furtherance of performing his services, as well as all patent, copyright, trademark, know-how and other proprietary rights that may be secured in any place under laws now or hereafter in effect. (b) The Work Product will remain the property of Xxxx.xxx, its affiliated and associated companies within Gannett Co., Inc. in perpetuity after the Term and after the ending of Executive’s employment. (c) Executive acknowledges and agrees that, for purposes of ownership pursuant to Section 201 of the U.S. Copyright Act (but not for tax or any other purpose), all the results and proceeds of Executive’s services hereunder, including the copyrights in all works of authorship created pursuant to this employment, shall be deemed works made for hire for Xxxx.xxx, and that Xxxx.xxx or any of its assigns shall be deemed the author of such works made for hire. (d) In the event the results and proceeds identified in the preceding paragraph are found not to be works made for hire, then Executive agrees to assign and transfer all right, title and interest, including any “Moral Rights,” he may have in those results and proceeds throughout the world, including the copyrights in all works of authorship, patent, trademark, knowhow and other proprietary rights to Xxxx.xxx for good and valuable consideration, receipt of which Executive hereby acknowledges, and to effectuate such assignment Executive hereby grants Gannet Co. Inc., an irrevocable power of attorney. (e) Executive represents and warrants that the work product produced under and pursuant to this Agreement Section 6will not infringe the patent, “Work Product” shall mean all intellectual property rightstrademark, including all trade secrets, U.S. and international copyrights, patentable inventions, discoveries and copyright or other intellectual property rights in any programming, design, documentation, technology, or other work product that is created in connection with Executive’s work. In addition, all rights in any preexisting programming, design, documentation, technology, or other Work Product provided to the Company during Executive’s employment shall automatically become part exist as of the Work Product hereunder, whether or not it arises specifically out of Executive’s “Work.” For purposes of this Agreement, “Work” shall mean (i) any direct assignments and required performance by or for the Company, and (ii) any other productive output that relates to the business of the Company and is produced during the course of Executive’s employment or engagement by the Company. For this purpose, Work may be considered present even after normal working hours, away from the Company’s premises, on an unsupervised basis, alone or with others. Unless otherwise approved in writing by the Company’s Board, this Agreement shall apply to all Work Product created in connection with all Work conducted before or after the date of this Agreement. The Company shall own all rights in the Work Product. To this end, all Work Product shall be considered work made for hire for the Company. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive for hire for the Company (or if ownership of all rights therein do not otherwise vest exclusively in the Company immediately), Executive agrees to assign, and upon creation thereof does hereby automatically assign, without further consideration, the ownership thereof to the Company. Executive hereby irrevocably relinquishes for the benefit of the Company and its assigns any moral rights in the Work Product recognized by applicable law. The Company shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive agrees to perform upon the request of the Company, during or after Executive’s Work or employment, such further acts as may be necessary or desirable to transfer, perfect, and defend the Company’s ownership of the Work Product, including by (i) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii) providing testimony in connection with any proceeding affecting the rights of the Company in any Work Product. In the event that Executive is required to perform the services described in this paragraph after his employment with the Company has terminated, Executive will be reasonably compensated for actual time spent providing such services. Executive warrants that his Work for the Company does not and will not in any way conflict with any obligations Executive may have with any prior employer or contractor. Executive also agrees to develop all Work Product in a manner that avoids even the appearance of infringement hereof of any third party’s intellectual property rights.

Work Product. For purposes of this Agreement Section 610, “Work Product” shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, trademarks, trade names, patentable inventions, discoveries and other intellectual property rights in any programming, design, documentation, technology, or other work product that is created in connection with Executive’s work. In addition, all rights in any preexisting programming, design, documentation, technology, or other Work Product provided to the Company during Executive’s employment shall automatically become part of the Work Product hereunder, whether or not it arises specifically out of Executive’s “Work.” For purposes of this Agreement, “Work” shall mean (i) any direct assignments and required performance by or for the Company, and (ii2) any other productive output that relates to the business of the Company and is produced during the course of Executive’s employment or engagement by the Company. For this purpose, Work may be considered present even after normal working hours, away from the Company’s premises, on an unsupervised basis, alone or with others. Unless otherwise approved in writing by the Chief Executive Officer of the Company’s Board, this Agreement shall apply to all Work Product created in connection with all Work conducted before or after the date of this Agreement. The Company shall own all rights in the Work Product. To this end, all Work Product shall be considered work made for hire for the Company. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive for hire for the Company (or if ownership of all rights therein do not otherwise vest exclusively in the Company immediately), Executive agrees to assign, and upon creation thereof does hereby automatically assign, without further consideration, the ownership thereof to the Company. Executive hereby irrevocably relinquishes for the benefit of the Company and its assigns any moral rights in the Work Product recognized by applicable law. The Company shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive agrees to perform upon the request of the Company, during or after Executive’s Work or employment, such further acts as may be necessary or desirable to transfer, perfect, and defend the Company’s ownership of the Work Product, including by (i1) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii2) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii3) providing testimony in connection with any proceeding affecting the rights of the Company in any Work Product. In the event that Executive is required to perform the services described in this paragraph after his employment with the Company has terminated, Executive will be reasonably compensated for actual time spent providing such services. Executive warrants that his Executive’s Work for the Company does not and will not in any way conflict with any remaining obligations Executive may have with any prior or current employer or contractor. Executive also agrees to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s intellectual property rights.

Work Product. For purposes of this Agreement Section 6, “Work Product” shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, patentable inventions, discoveries and other intellectual property rights in any programming, design, documentation, technology, or other work product that is created in connection with Executive’s work. In addition, all rights in any preexisting programming, design, documentation, technology, or other Work Product provided to the Company during Executive’s employment shall automatically become part of the Work Product hereunder, whether or not it arises specifically out of Executive’s “Work.” For purposes of this Agreement, “Work” shall mean (i) any direct assignments and required performance by or for the Company, and (ii) any other productive output that relates to the business of the Company and is produced during the course of Executive’s employment or engagement by the Company. For this purpose, Work may be considered present even after normal working hours, away from the Company’s premises, on an unsupervised basis, alone or with others. Unless otherwise approved in writing by the Company’s Board, this Agreement shall apply to all Work Product created in connection with all Work conducted before or after the date of this Agreement. The Company shall own all rights in the Work Product. To this end, all Work Product shall be considered work made for hire for the Company. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive for hire for the Company (or if ownership of all rights therein do not otherwise vest exclusively in the Company immediately), Executive agrees to assign, and upon creation thereof does hereby automatically assign, without further consideration, the ownership thereof to the Company. Executive hereby irrevocably relinquishes for the benefit of the Company and its assigns any moral rights in the Work Product recognized by applicable law. The Company shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive agrees to perform upon the request of the Company, during or after Executive’s Work or employment, such further acts as may be necessary or desirable to transfer, perfect, and defend the Company’s ownership of the Work Product, including by (i) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii) providing testimony in connection with any proceeding affecting the rights of the Company in any Work Product. In the event that Executive is required to perform the services described in this paragraph after his her employment with the Company has terminated, Executive will be reasonably compensated for actual time spent providing such services. Executive warrants that his her Work for the Company does not and will not in any way conflict with any obligations Executive may have with any prior employer or contractor. Executive also agrees to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s intellectual property rights.

Work Product. Employee grants to the Company, and the Company accepts, Employee’s entire right, title and interest in and to the Work Product (as defined below) and in and to all patents, copyrights, trade secrets and other proprietary rights in or based on the Work Product. Employee grants to the Company, and the Company accepts, an unlimited, unrestricted, royalty-free, fully paid-up, worldwide and exclusive right and license, with the right to grant licenses and sublicenses to others without accounting to Employee, under the Background Rights (as defined below) and all proprietary rights therein or based thereon. Employee agrees that if the Work Product or any portion thereof is copyrightable, it shall be deemed to be a “work made for hire,” as such term is defined in the Copyright Laws of the United States. Employee shall cooperate with the Company or its designees and execute documents of assignment, oaths, declaration and other documents, prepared by the Company, to effect the foregoing or to perfect or enforce any proprietary rights resulting from or related to this Agreement. Such cooperation and execution shall be at no additional compensation to Employee; provided, however, the Company shall reimburse Employee for reasonable out-of-pocket expenses incurred at the specific request of the Company. For purposes of this Agreement Section 6provision, the following definitions shall apply: (a) “Work Product” shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, patentable inventions, discoveries and other intellectual property rights in any programming, designdata, documentation, technologysoftware and information, in whatever form, first produced or other created by Employee or for Employee as a result of or related to the performance of work product that is created in connection or the rendition of services under this Agreement or under any prior agreement with Executive’s work. In additionthe Company including, but not limited to, work or services performed by Employee as an independent contractor for the Company; and (b) “Background Rights” shall mean all rights in any preexisting programming, designdata, documentation, technologysoftware and information, in whatever form, not first produced or other Work Product provided created by Employee or for Employee as a result of or related to the Company during Executive’s employment shall automatically become part performance of work or the rendition of services under this Agreement or under any prior Agreement with the Company, but included in, necessary, useful or utilizable in or with the Work Product hereunder, whether or not it arises specifically out of Executive’s “Workany portion thereof.” For purposes of this Agreement, “Work” shall mean (i) any direct assignments and required performance by or for the Company, and (ii) any other productive output that relates to the business of the Company and is produced during the course of Executive’s employment or engagement by the Company. For this purpose, Work may be considered present even after normal working hours, away from the Company’s premises, on an unsupervised basis, alone or with others. Unless otherwise approved in writing by the Company’s Board, this Agreement shall apply to all Work Product created in connection with all Work conducted before or after the date of this Agreement. The Company shall own all rights in the Work Product. To this end, all Work Product shall be considered work made for hire for the Company. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive for hire for the Company (or if ownership of all rights therein do not otherwise vest exclusively in the Company immediately), Executive agrees to assign, and upon creation thereof does hereby automatically assign, without further consideration, the ownership thereof to the Company. Executive hereby irrevocably relinquishes for the benefit of the Company and its assigns any moral rights in the Work Product recognized by applicable law. The Company shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive agrees to perform upon the request of the Company, during or after Executive’s Work or employment, such further acts as may be necessary or desirable to transfer, perfect, and defend the Company’s ownership of the Work Product, including by (i) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii) providing testimony in connection with any proceeding affecting the rights of the Company in any Work Product. In the event that Executive is required to perform the services described in this paragraph after his employment with the Company has terminated, Executive will be reasonably compensated for actual time spent providing such services. Executive warrants that his Work for the Company does not and will not in any way conflict with any obligations Executive may have with any prior employer or contractor. Executive also agrees to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s intellectual property rights.

Work Product. For purposes Employee agrees that, during the term of his employment with the Company: 6.1 He will disclose promptly and fully to the Company all works of authorship, inventions, discoveries, improvements, designs, processes, software, or any improvements, enhancements, or documentation of or to the same that he makes, works on or conceives, individually or jointly with others, in the course of his employment by the Company or with the use of the Company's time, materials or facilities, in any way related or pertaining to or connected with the present or anticipated business, development, work or research of the Company or which results from or are suggested by any work he may do for the Company and whether produced during normal business hours or on personal time (collectively, the "Work Product"). 6.2 All Work Product of Employee shall be deemed to be "work made for hire" within the meaning of { 101 of the Copyright Act and all rights to copyright shall be vested entirely in the Company. If for any reason the Work Product is deemed not to be "work made for hire," and its rights to copyright are thereby in doubt, this Agreement Section 6shall constitute an irrevocable assignment by Employee to the Company of all right, “title and interest in the copyright of all Work Product” shall mean Product created under this Agreement. The parties intend that any and all intellectual property rights, including all trade secrets, U.S. and international copyrights, patentable inventions, discoveries copyright and other intellectual property rights in the Work Product, including, without limitation, any programming, design, documentation, technology, or other work product that is created in connection with Executive’s work. In addition, and all rights of whatever kind and nature now or hereafter to distribute and reproduce such Work Product in any preexisting programmingand all media throughout the world, design, documentation, technology, or other Work Product provided are the sole property of the Company. Employee hereby agrees to assist the Company during Executive’s employment in any manner as shall automatically become part of be reasonably requested by the Company to protect the Company's interest in such copyright and/or other intellectual property rights, and to execute and deliver such legal instruments or documents as the Company shall request in order for the Company to register the Company's worldwide copyright in the Work Product hereunder, whether or not it arises specifically out of Executive’s “Work.” For purposes of this Agreement, “Work” shall mean (i) any direct assignments with the U.S. Copyright Office and required performance by or for to register and protect the Company, and (ii) any 's copyright or other productive output that relates to the business of the Company and is produced during the course of Executive’s employment or engagement by the Company. For this purpose, Work may be considered present even after normal working hours, away from the Company’s premises, on an unsupervised basis, alone or with others. Unless otherwise approved in writing by the Company’s Board, this Agreement shall apply to all Work Product created in connection with all Work conducted before or after the date of this Agreement. The Company shall own all rights in the Work Product. To this end, all Work Product shall be considered work made for hire for the Company. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive for hire for the Company (or if ownership of all rights therein do not otherwise vest exclusively in the Company immediately), Executive agrees to assign, and upon creation thereof does hereby automatically assign, without further consideration, the ownership thereof to the Company. Executive hereby irrevocably relinquishes for the benefit of the Company and its assigns any moral intellectual property rights in the Work Product recognized throughout the world. Likewise, Employee hereby agrees to assist the Company by applicable law. The executing such other documents and instruments which the Company deems necessary to enable it to evidence, perfect and protect its right, title and interest in and to the Work Product. 6.3 Employee shall have the right to obtain make and holdmaintain adequate and current written records and evidence of all Work Product, in whatever name or capacity it selectsincluding drawings, copyrightswork papers, registrationsgraphs, computer records and any other protection available in document which shall be and remain the Work Product. Executive agrees to perform upon the request property of the Company, during and which shall be surrendered to the Company upon request and upon the termination of Employee's employment with the Company, regardless of cause. The provisions of this section and the term Work Product as used herein do not apply to any invention for which no equipment, supplies, facilities or after Executive’s Work confidential, proprietary or employment, such further acts as may be necessary or desirable to transfer, perfecttrade secret information of the Company was used, and defend which was developed entirely on Employee's own time, while not on the Company’s ownership of 's business premises, and which does not relate to the Work ProductCompany's business, including by unless: (i) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, the invention relates to the Company's actual or demonstratively anticipated research development or (ii) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in invention results from any countries, and (iii) providing testimony in connection with any proceeding affecting the rights of the Company in any Work Product. In the event that Executive is required to perform the services described in this paragraph after his employment with the Company has terminated, Executive will be reasonably compensated for actual time spent providing such services. Executive warrants that his Work work performed by Employee for the Company does not and will not in any way conflict with any obligations Executive may have with any prior employer or contractor. Executive also agrees to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s intellectual property rightsCompany.

Work Product. For purposes of this Agreement Section 610, “"Work Product” " shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, trademarks, trade names, patentable inventions, discoveries and other intellectual property rights in any programming, design, documentation, technology, or other work product that is created in connection with Executive’s 's work. In addition, all rights in any preexisting programming, design, documentation, technology, or other Work Product provided to the Company during Executive’s 's employment shall automatically become part of the Work Product hereunder, whether or not it arises specifically out of Executive’s “'s "Work.” " For purposes of this Agreement, “"Work” " shall mean (i1) any direct assignments and required performance by or for the Company, and (ii2) any other productive output that relates to the business of the Company and is produced during the course of Executive’s 's employment or engagement by the Company. For this purpose, Work may be considered present even after normal working hours, away from the Company’s 's premises, on an unsupervised basis, alone or with others. Unless otherwise approved in writing by the Chief Executive Officer of the Company’s Board, this Agreement shall apply to all Work Product created in connection with all Work conducted before or after the date of this Agreement. The Company shall own all rights in the Work Product. To this end, all Work Product shall be considered work made for hire for the Company. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive for hire for the Company (or if ownership of all rights therein do not otherwise vest exclusively in the Company immediately), Executive agrees to assign, and upon creation thereof does hereby automatically assign, without further consideration, the ownership thereof to the Company. Executive hereby irrevocably relinquishes for the benefit of the Company and its assigns any moral rights in the Work Product recognized by applicable law. The Company shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive agrees to perform upon the request of the Company, during or after Executive’s 's Work or employment, such further acts as may be necessary or desirable to transfer, perfect, and defend the Company’s 's ownership of the Work Product, including by (i1) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii2) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii3) providing testimony in connection with any proceeding affecting the rights of the Company in any Work Product. In the event that Executive is required to perform the services described in this paragraph after his employment with the Company has terminated, Executive will be reasonably compensated for actual time spent providing such services. Executive warrants that his Work for the Company does not and will not in any way conflict with any obligations Executive may have with any prior employer or contractor. Executive also agrees to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s 's intellectual property rights.

Work Product. For purposes of this Agreement Section 64, “"Work Product” " shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, patentable inventions, discoveries and other intellectual property rights in any programming, design, documentation, technology, or other work product that is created in connection with Executive’s 's work. In addition, all rights in any preexisting programming, design, documentation, technology, or other Work Product provided to the Company Employer during Executive’s 's employment shall automatically become part of the Work Product hereunder, whether or not it arises specifically out of Executive’s “'s "Work.” " For purposes of this Agreement, “"Work” " shall mean (i) any direct assignments and required performance by or for the CompanyEmployer, and (ii) any other productive output that relates to the business of the Company Employer and is produced during the course of Executive’s 's employment or engagement by the CompanyEmployer. For this purpose, Work may be considered present even after normal working hours, away from the Company’s Employer's premises, on an unsupervised basis, alone or with others. Unless otherwise approved in writing by the Company’s Board, this Agreement shall apply to all Work Product created in connection with all Work conducted before or after the date of this Agreement. The Company Employer shall own all rights in the Work Product. To this end, all Work Product shall be considered work made for hire for the CompanyEmployer. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive for hire for the Company Employer (or if ownership of all rights therein do not otherwise vest exclusively in the Company Employer immediately), Executive agrees to assign, and upon creation thereof does hereby automatically assign, without further consideration, the ownership thereof to the CompanyEmployer. Executive hereby irrevocably relinquishes for the benefit of the Company Employer and its assigns any moral rights in the Work Product recognized by applicable law. The Company Employer shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive agrees to perform upon the request of the CompanyEmployer, during or after Executive’s 's Work or employment, such further acts as may be necessary or desirable to transfer, perfect, and defend the Company’s Employer's ownership of the Work Product, including by (i) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii) obtaining and/or aiding in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii) providing testimony in connection with any proceeding affecting the rights of the Company Employer in any Work Product. In the event that Executive is required to perform the services described in this paragraph after his employment with the Company Employer has terminated, Executive will be reasonably compensated for actual time spent providing such services. Executive warrants that his Work for the Company Employer does not and will not in any way conflict with any obligations Executive may have with any prior employer or contractor. Executive also agrees to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s 's intellectual property rights.

Work Product. For purposes of this Agreement Section 67, “"Work Product” " shall mean all intellectual property rights, including all trade secrets, U.S. and international copyrights, trademarks, trade names, licenses, patentable inventions, discoveries and other intellectual property rights in any programming, design, documentation, technology, or other work product that is created in connection with ExecutiveEmployee’s work. In addition, all rights in any preexisting programming, design, documentation, technology, or other Work Product provided to the Company Employer during ExecutiveEmployee’s employment shall automatically become part of the Work Product hereunder, whether or not it arises specifically out of ExecutiveEmployee’s “Work.” . For purposes of this Agreement, “"Work” " shall mean (i) any direct assignments and required performance by or for the CompanyEmployer, and (ii) any other productive output that specifically relates to the business of the Company Employer and is produced during the course of ExecutiveEmployee’s employment or engagement by the CompanyEmployer. For this purpose, Work may be considered present even after normal working hours, away from the CompanyEmployer’s premises, on an unsupervised basis, alone or with others. Unless otherwise approved in writing by the Company’s Board, this Agreement shall apply to all Work Product created in connection with all Work conducted before or after the date of this Agreement. The Company Employer shall own all rights in the Work Product. To this end, all Work Product shall be considered work made for hire for the CompanyEmployer. If any of the Work Product may not, by operation of law or agreement, be considered Work made by Executive Employee for hire for the Company Employer (or if ownership of all rights therein do not otherwise vest exclusively in the Company Employer immediately), Executive Employee agrees to assign, and upon creation thereof does hereby automatically assign, without further consideration, the ownership thereof to the CompanyEmployer. Executive Employee hereby irrevocably relinquishes for the benefit of the Company Employer and its assigns any moral rights in the Work Product recognized by applicable law. The Company Employer shall have the right to obtain and hold, in whatever name or capacity it selects, copyrights, registrations, and any other protection available in the Work Product. Executive Employee agrees to perform upon the request of the CompanyEmployer, during or after ExecutiveEmployee’s Work or employment, such further acts as may be necessary or desirable to transfer, perfect, and defend the CompanyEmployer’s ownership of the Work Product, including by (i) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance, (ii) obtaining and/or aiding (provided, however, without any requirement of Employee to expend funds or incur liabilities or expenses in such aid to Employer) in the enforcement of copyrights, trade secrets, and (if applicable) patents with respect to the Work Product in any countries, and (iii) providing testimony in connection with any proceeding affecting the rights of the Company Employer in any Work Product. In the event that Executive is required to perform the services described in this paragraph after his employment with the Company has terminated, Executive will Employee shall be reasonably compensated for actual time spent providing such servicesall assistance provided to Employer under this Section 7 at the rate of USD $300 per hour and shall be reimbursed by Employer for any and all reasonable expenses and costs incurred by Employee in connection with its post-employment fulfillment of the provisions of this Section 7. Executive warrants that his Work Employer’s obligations and Employee’s rights under the immediately preceding sentence shall survive the termination of this agreement for the Company does not and will not in any way conflict with any obligations Executive may have with any prior employer or contractor. Executive also agrees to develop all Work Product in a manner that avoids even the appearance of infringement of any third party’s intellectual property rightsreason.