Advances and Loans; Affiliate Transactions. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, lend money, give credit, make advances to or enter into any transaction with any person, firm, joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries and affiliates of the Borrower, except loans, credits or advances # in existence or committed on the Issue Date and which the Borrower has informed Holder in writing prior to the Issue Date, # in regard to transactions with unaffiliated third parties, made in the ordinary course of business or # in regard to transactions with unaffiliated third parties, not in excess of $100,000. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, repay any affiliate (as defined in Rule 144) of the Borrower in connection with any indebtedness or accrued amounts owed to any such party.

All Contracts, purchase orders, statements of work and other similar instruments and agreements entered into by or in the name of “Janesville Acoustics” constitute the legal, valid and binding obligations of a Target Company, and, to the Knowledge of the Sellers, are Enforceable.

Work Made for Hire. The Employee acknowledges that, unless otherwise agreed in writing by the Company, all Work Product eligible for any form of copyright, trademark or patent protection made or contributed to in whole or in part by the Employee within the scope of Employee’s employment during the period of Employee’s employment shall be deemed a “work made for hire” and shall be owned by the applicable Company Group member.

No Guarantee of Work. Notwithstanding anything in this Agreement to the contrary, until the Parties have executed and delivered an SOW, nothing in this Agreement shall be construed as the engagement by Company of Provider for the provision of any Services.

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.

Demolition Scope of Work. Subject to reaching mutual agreement on the cost for such work. [[Organization A:Organization]] shall pay for the following demolition work within the Phase 2 Expansion Space to be completed by [[Organization B:Organization]]’s contractor in accordance with drawings and specifications prepared by [[Organization B:Organization]]’s design professional: # removal of interior walls, including framing, doors, electrical outlets and switches, wiring, low voltage/data cabling, and plumbing or other utilities located in such interior walls to the extent not being reused by the [[Organization B:Organization]] (electrical, low voltage wiring/data cabling and plumbing serving the base building MEP systems and restrooms shall be left in place); # removal of carpeting, tile and other installed floor coverings to include mastics and/or other adhesives/setting beds; # removal of the acoustical and gypsum ceilings and soffits, including light fixtures and HVAC ductwork diffusers and grilles to the extent not being reused by the [[Organization B:Organization]]; # the existing restrooms shall be left in place and unmodified; # the existing wall framing and drywall at the exterior walls and restrooms shall be left in place and unmodified; # the existing HVAC roof top units shall be left in place and unmodified; # the existing fire protection sprinkler system shall be left in place and unmodified: # removal of all interior millwork and cabinetry; # the existing fire alarm system shall be left in place and unmodified; and # the interior doors, frames and finish hardware shall be salvaged for reuse by the [[Organization B:Organization]] (collectively, the “[[Organization A:Organization]] Demolition Work’’).

Work Assignment and Location. The Company may enter into loaned services or secondment agreements requiring that you provide similar services to Company subsidiaries or affiliates. Your job description and additional working conditions are set forth in [Exhibit D].

Work Made For Hire. Participant agrees to assign, and hereby assigns, to the Company, all rights, title and interests in and to any idea, creation, discovery, work of authorship or invention, including but not limited to any and all patent rights and copyright rights conceived, created, or developed by Participant, whether individually or jointly with other individual(s), during his or her employment with the Company and its Affiliates (an “Innovation”), if that Innovation # was made in the scope of Participant’s employment, # was made with the use of the time, material, resources or information of the Company or its Affiliates, or # related to the business of the Company or any Affiliate of the Company. Participant agrees to promptly communicate and disclose all Innovations to the Company and to execute and deliver to the Company any instruments deemed necessary by the Company to effect disclosure and assignment thereof to the Company, and to take such actions (including execution of United States and foreign patent applications) reasonably required by the Company to secure, protect, and enforce the Company’s rights, title and interests in and to any Innovations.

Work Made for Hire. Executive and the Company agree that Executive may make inventions or create other Intellectual Property (as further defined below) in the course of Executive’s duties and agree that in this respect Executive has a special responsibility to further the interests of the Company Group.

Inventory and Open Purchase Orders. Within fifteen (15) Business Days after the Closing, the Seller shall deliver to the Purchaser a materially accurate # breakdown of the Inventory as of the Closing Date and # list of open purchase orders forming part of the Seller Contracts and Shared Contracts.