Assignment of Proprietary Rights. The Employee hereby assigns, transfers and conveys to the applicable Company Group member any Work Product designed by the Company, and shall assign, transfer and convey thereto, all right, title and interest in and to all inventions, ideas, improvements, designs, processes, patent rights, copyrights, trademarks, service marks, trade names, trade secrets, trade dress, data, discoveries and other proprietary assets and proprietary rights in and of the Work Product (the “Proprietary Rights”) for the applicable Company Group member’s exclusive ownership and use, together with all rights to sue and recover for past and future infringement or misappropriation thereof

Proprietary Rights. Merchant is only permitted to use content delivered to Merchant, through Purchaser’s Merchant portal on the Merchant portal or the Service, on the Service. Merchant may not copy, reproduce, distribute, or create derivative works from Purchaser’s Merchant portal or the Service. Further, Merchant agrees not to reverse engineer or reverse compile any of the Purchaser’s Merchant portal or the Service technology.

Proprietary Rights. Unless as otherwise provided in a specific Rider, any and all information, data, documentation, plans, reports, formulations, processes, methods, discoveries, improvements, developments, records, work product (including works-in-process) and deliverables resulting from the Services that are created, conceived, developed or reduced to practice in relation to Magenta’s Confidential Information or otherwise as a result of Services (the “Deliverables”) will be exclusively owned by Magenta. BTMB acknowledges that all work performed by BTMB is on a “work for hire” basis. BTMB hereby assigns, and agrees to assign to Magenta, all of its worldwide right, title and interest in and to all Deliverables, including all related intellectual property rights. BTMB will execute any and all applications, assignments or other instructions and take all actions that are reasonably requested by Magenta for the perfection of the foregoing assignment and to fully implement Magenta’s rights, title and interest in the Deliverables, including all related intellectual property rights. It is the intent of the Parties that all right, title and interest a Party may have in and to any materials, information or work product, including but not limited to copyrights, patents, and trade secret rights therein that pre-existed this Agreement (“Existing Intellectual Property”) are and shall remain the sole property of that Party. To the extent any of BTMB’s Existing Intellectual Property is incorporated into any Deliverables or the use of any of BTMB’s Existing Intellectual Property is otherwise necessary to use any Deliverable, BTMB hereby grants to Magenta a perpetual, irrevocable, fully paid-up, royalty-free, non-exclusive, worldwide license (with the full right to sublicense directly or indirectly through multiple tiers) to # copy, distribute, display, perform, create derivative works of and otherwise use and fully exploit BTMB’s Existing Intellectual Property solely in connection with Magenta’s use of the Deliverables. For the avoidance of doubt, in the event of a conflict between this Section 10 and terms of any Rider, the provisions in the Rider shall prevail.

Proprietary Rights. All work arising from the Services performed hereunder and all materials and products developed or prepared for Company by Consultant in connection with the Services performed hereunder are the exclusive property throughout the work of Company, and all right, title and interest therein shall vest in Company. All documentation and other copyrightable materials developed or prepared by Consultant in connection with the Services performed hereunder shall be deemed to be “works made for hire” in the course of the Services rendered hereunder. To the extent that title to any works arising from the performance of the Services hereunder may not, by operation of law, vest in Company, or such works may not be considered “works made for hire,” all right, title and interest therein, including, without limitation, all copyrights, are hereby irrevocably assigned to Company. Any and all inventions, discoveries, processes, ideas, methods, designs and know-how, whether or not patentable, which Consultant may conceive or make either alone or in conjunction with others, during the term of this Agreement, which in any way pertain to or are connected with the Services, shall be the sole and exclusive property throughout the world of Company; and Consultant, whenever requested to do so by Company or any subsidiary and/or affiliate thereof, at Company’s expense, and without further compensation or consideration, shall promptly execute any and all applications, assignments and other instruments and perform such acts which Company shall deem necessary or advisable in order to apply Confidential Treatment Requested

Proprietary Information Assignment. Seller shall deliver to Purchaser dully executed assignment and transfer deeds, as the case may be, necessary to effect the transfer of the Proprietary Information to the Purchaser, substantially in the form attached as [Schedule 3.2.1(iv)] hereto (“Deeds”), 3.2.2. The Purchaser shall deliver to the Seller the following documents or cause the following actions to be completed:

Confidentiality and Proprietary Rights. As a condition of continuing employment, Executive agrees to read and abide by the Company’s Confidential Information and Invention Assignment Agreement, which is provided with this Agreement and incorporated herein by reference.

Confidentiality and Proprietary Rights. The Company shall be entitled to cease all severance payments and benefits to Executive in the event of Executive’s material breach of

either of the Confidentiality and Proprietary Information, Inventions and Ethics Agreements (defined below). Executive and the Company have executed the Company’s Confidentiality and Proprietary Information, Inventions and Ethics Agreements, copies of which are attached to this Agreement as [Exhibit B] and [Exhibit C], respectively, and incorporated herein by reference (collectively, the “Confidentiality and Proprietary Rights Agreements”). Nothing in this Agreement or in the Confidentiality and Proprietary Rights Agreements shall be deemed to

restrict Executive’s right to communicate directly with, cooperate with, provide information to, or

Proprietary Information. [[Mr. Roberts:Person]] acknowledges that during the course of his employment with the Company he will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. [[Mr. Roberts:Person]] covenants that he shall not during his employment by the Company or its affiliates or at any time thereafter, directly or indirectly, use for his own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose, any proprietary information to any individual or entity, unless such disclosure has been authorized in writing by the Company or is otherwise required by law. [[Mr. Roberts:Person]] acknowledges and understands that the term “proprietary information” includes, but is not limited to: # the software products, programs, applications, and processes utilized by the Company or any of its affiliates; # the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; # any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; # any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; # any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; # any business plans, budgets, advertising or marketing plans; # any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; # any information belonging to customers or vendors of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; # any inventions, innovations or improvements covered by this Agreement; and # all written, graphic and other material relating to any of the foregoing. [[Mr. Roberts:Person]] acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “proprietary information” shall not include information generally available to and known by the public or information that is or becomes available to [[Mr. Roberts:Person]] on a non­confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

DEFINITION “Proprietary Information” as used herein shall mean all or any portion of only the: # written, recorded, graphical or other information in tangible form disclosed during the term of this Agreement, by one party to the other party which is labeled “Proprietary”, “Confidential”, or with a similar legend denoting the proprietary interest therein of the disclosing party; # oral information which is disclosed by one party to the other party to the extent it is identified as “Proprietary” or “Confidential” at the time of oral disclosure, is reduced to written or other tangible form within thirty (30) days of oral disclosure, and such written or tangible form is labeled “Proprietary”, “Confidential”, or with a similar legend denoting the proprietary interest therein of the disclosing party; and # models and other devices delivered or disclosed, during the Term of this Agreement, by one party to the other party which have been identified in writing at the time of disclosure as being proprietary to the disclosing party; and provided further, however, Proprietary Information shall not include any data, information or device that is: # in the possession of the receiving party prior to its disclosure by the disclosing party and not subject to other restriction on disclosure; # independently developed by the receiving party; # publicly disclosed by the disclosing party; # rightfully received by the receiving party from a third party without restrictions on disclosure; # approved for unrestricted release or unrestricted disclosure by the disclosing party; or # produced or disclosed pursuant to applicable laws, regulations or court order, provided the receiving party has given the disclosing party prompt notice of such request so that the disclosing party has an opportunity to defend, limit or protect such production or disclosure.

Assignment; Rights and Benefits. Recipient shall not assign this Agreement or any rights hereunder to any other party or parties without the prior written consent of the Company. The rights and benefits of this Agreement shall inure to the benefit of and be enforceable by the Company’s successors and assigns and, subject to the foregoing restriction on assignment, be binding upon Recipient’s heirs, executors, administrators, successors and assigns.