Ownership of Work Product. Each of Consultant and ​ hereby irrevocably assign, grant and convey to Client all right, title and interest now existing or that may exist in the future in and to any document, development, work product, know-how, design, processes, invention, technique, trade secret, or idea, and all intellectual property rights related thereto, that is created by Consultant, to which Consultant contributes, or which relates to Consultant’s services provided pursuant to this Agreement (the “Work Product”), including all copyrights, trademarks and other intellectual property rights (including but not limited to patent rights) relating thereto. Consultant agrees that any and all Work Product shall be and remain the property of Client. Consultant will immediately disclose to the Client all Work Product. Consultant agrees to execute, at Client’s request and expense, all documents and other instruments necessary or desirable to confirm such assignment. In the event that Consultant does not, for any reason, execute such documents within a reasonable time of Client’s request, Consultant hereby irrevocably appoints Client as Consultant’s attorney-in-fact for the purpose of executing such documents on Consultant’s behalf, which appointment is coupled with an interest. Consultant shall not attempt to register any works created by Consultant pursuant to this Agreement at the U.S. Copyright Office, the U.S. Patent & Trademark Office, the Canadian Intellectual Property Office, and/or any foreign copyright, patent, or trademark registry. Consultant retains no rights in the Work Product and agrees not to challenge Client’s ownership of the rights embodied in the Work Product. Consultant further agrees to assist Client in every proper way to enforce Client’s rights relating to the Work Product in any and all countries, including, but not limited to, executing, verifying and delivering such documents and performing such other acts (including appearing as a witness) as Client may reasonably request for use in obtaining, perfecting, evidencing, sustaining and enforcing Client’s rights relating to the Work Product.

Ownership of Consultant Work Product. Consultant and Company agree that, to the fullest extent permitted by applicable law, each item of Consultant Work Product will be a work made for hire owned exclusively by Company. Consultant agrees that, regardless of whether an item of Consultant Work Product is a work made for hire, all Consultant Work Product will be the sole and exclusive property of Company. Consultant hereby irrevocably transfers and assigns to Company, and agrees to irrevocably transfer and assign to Company, all right, title and interest in and to the Consultant Work Product, including all worldwide patent rights (including patent applications and disclosures), copyright rights, mask work rights, trade secret rights, know-how, and any and all other intellectual property or proprietary rights (collectively, “Intellectual Property Rights”) therein. At Company’s request and expense, during and after the term of this Agreement, Consultant will assist and cooperate with Company in all respects, and will execute documents, and will take such further acts reasonably requested by Company to enable Company to acquire, transfer, maintain, perfect and enforce its Intellectual Property Rights and other legal protections for the Consultant Work Product. Consultant hereby appoints the officers of Company as Consultant’s attorney-in-fact to execute documents on behalf of Consultant for this limited purpose.

Ownership of Work Product. Individual hereby irrevocably assigns, grants and conveys to the Company all right, title and interest now existing or that may exist in the future in and to any Work Product (as defined in the Consulting Agreement, including all copyrights, trademarks and other intellectual property rights (including but not limited to patent rights) relating thereto. Individual acknowledges that pursuant to Section 4 of the Consulting Agreement, the Company, in turn, irrevocably assigns, grants and conveys to the Client all right, title and interest now existing or that may exist in the future in and to any Work Product. Individual acknowledges and agrees that any and all such Work Product shall be and remain the property of the Client. Individual will immediately disclose to the Company and/or Client all Work Product. Individual agrees to execute, at the Company’s request and/or the Client’s request (and at the Client’s expense), all documents and other instruments necessary or desirable to confirm such assignment. In the event that Individual does not, for any reason, execute such documents within a reasonable time of such request, Individual hereby irrevocably appoints the Client as Individual’s attorney-in-fact for the purpose of executing such documents on Individual’s behalf, which appointment is coupled with an interest. Individual shall not attempt to register any works created by Individual pursuant to this Agreement at the U.S. Copyright Office, the U.S. Patent & Trademark Office, or any foreign copyright, patent, or trademark registry. Individual retains no rights in the Work Product and agrees not to challenge Client’s ownership of the rights embodied in the Work Product. Individual further agrees to assist the Company in assisting the Client in every proper way to enforce the Client’s rights relating to the Work Product in any and all countries, including, but not limited to, executing, verifying and delivering such documents and performing such other acts (including appearing as a witness) as the Client may reasonably request for use in obtaining, perfecting, evidencing, sustaining and enforcing the Client’s rights relating to the Work Product.

Copyright and Ownership. The Consultant agrees that any and all rights, title, and interest in or to any and all of the products, work product, Works of Authorship, Intellectual Property or materials produced by the Consultant or by its personnel while providing the Consulting Services shall be the exclusive property of the Company. For greater certainty, the Company shall have all proprietary interests in everything that Consultant and its employees and permitted sub-contractors, alone or with others, create or do for the Company including inventions, designs, computer programs (and related documentation and materials), Intellectual Property and Works of Authorship (which are collectively referred to herein as “Developments”). Consultant agrees to and does hereby expressly and irrevocably assign and cause to be assigned in favour of the Company all copyright, rights to inventions, patents, trade secrets or other Intellectual Property which Consultant and its employees and permitted sub-contractors may enjoy in the Developments. Without limitation, all working papers, notes and memoranda which are made or obtained by Consultant and its employees and permitted sub-contractors in the course of this Agreement shall be the property of the Company and will accordingly be provided to the Company upon termination of this Agreement.

Ownership of Work Product. Consultant hereby assigns to the Company, for no additional consideration, all of Consultant’s rights, including copyrights, in all deliverables and other works prepared by Consultant under this Agreement. Consultant shall, and shall cause his agents to, promptly sign and deliver any documents and take any actions that the Company reasonably requests to establish and perfect the rights assigned to the Company under this Section 4.2.

Intellectual Property Rights. The Consultant understands, acknowledges and agrees that: # all inventions, original works of authorship, designs, formulas, developments, reports, articles, texts, books, materials, ancillaries, concepts, improvements, software, writings or trade secrets, whether or not patentable or registerable under copyright or similar laws, that the Consultant and/or its representatives conceive, create, make, develop, write, reduce to practice, or acquire (in whole or in part, either alone or jointly with others) in performing the Consulting Services for the Company (the “Works”) shall, as between the parties hereto, be the sole and exclusive property of the Company to the maximum extent permitted by applicable law; # the Company shall be the sole and exclusive owner and holder of all patents, copyrights and other intellectual property or other rights related to the Works; # such Works, including any works of authorship by the Consultant and/or its representatives, are “works made for hire” for purposes of the Company’s rights under copyright laws; and # the Consultant hereby assigns, transfers and irrevocably grants to the Company or its designee any and all rights, title or interest the Consultant and/or its representatives may have or acquire in and to such Works without any obligation on the part of the Company to compensate the Consultant (or its representatives) beyond the express provisions of this Agreement. The Consultant further agrees to promptly disclose and deliver to the Company all Works and to cooperate in the completion and execution of such documentation as may reasonably be required to protect the Company’s intellectual property rights and interests herein described.