Ceridian’s IP Development Agreement. Without limiting the generality of the foregoing, Executive agrees to comply with the terms and conditions of Ceridian’s Intellectual Property Agreement as amended from time to time, the current terms of which are attached hereto as Appendix B and are incorporated herein by reference and form a part of this Agreement.

Development Agreement. The following language is hereby inserted into the end of the definition of “Development Agreement”: “, as previously amended by that certain First Amendment to Development Agreement dated June 21, 2011 and recorded July 22, 2011 as Instrument No. 2011 -0041778, and that certain Second Amendment to Development Agreement dated October 15, 2013 and recorded December 5, 2013 as Instrument No. 2013-0076544, and as subsequently amended from time to time.”

Development Agreement. Seller has not executed nor is Seller or the Property bound by any development or redevelopment agreement with regard to the Property.

Ceridian’s IP Development Agreement. Without limiting the generality of the foregoing, Executive agrees to comply with the terms and conditions of Ceridian’s Intellectual Property Agreement as amended from time to time, the current terms of which are attached hereto as Appendix B and are incorporated herein by reference and form a part of this Agreement.

IP Assignment Agreement. The IP Assignment Agreement, duly executed by Buyer.

Ceridian’s IP Development Agreement. Without limiting the generality of the foregoing, Employee agrees to comply with the terms and conditions of Ceridian’s Intellectual Property Agreement as amended from time to time, the current terms of which are attached hereto as Appendix C and are incorporated herein by reference and form a part of this Agreement.

IP Assignment Agreement. An intellectual property assignment agreement in the form attached hereto as [Exhibit D] (“IP Assignment Agreement”), duly executed by the Seller Parties.

Agreement IP. As between the Parties, Company shall be the sole and exclusive owner of any and all Know-How, copyrights, works of authorship, developments, technology, innovations, and inventions, whether patentable or not, and whether incorporating or based on the Licensed Technology or not, that arise from or relate to use of the Licensed Technology by or on behalf of Company under this Agreement (collectively, the “Agreement IP”), including all intellectual property rights therein.

Agreement IP. For purposes of determining ownership under this Section 6.1 (Ownership of Intellectual Property; Disclosure), inventorship will be determined in accordance with United States patent laws (regardless of where the applicable activities occurred).

Development IP. The Parties shall collaborate with respect to the prosecution and maintenance of any Patents within the Development IP. The prosecuting Party shall inform the non-prosecuting Party as to the material correspondence received from the applicable patent office in the course of prosecution and maintenance of any Patents within the Development IP reasonably prior to any deadline or action with any patent office, shall furnish to the non-prosecuting Party copies of the draft responses reasonably in advance of such deadline, and shall reasonably take into account the non-prosecuting Party’s comments. The prosecuting Party shall keep the non-prosecuting Party reasonably informed of progress with regard to the prosecution and maintenance of any Patents within the Development IP and shall provide to the non-prosecuting Party copies of all material patent office submissions within a reasonable amount of time following submission thereof by the prosecuting Party. In the event that the prosecuting Party desires to abandon or cease the prosecution or maintenance of any Patents within the Development IP in any country in the Territory, or decides not to file any Patents within the Development IP in any country in the Territory, the prosecuting Party shall provide reasonable prior written notice to the non-prosecuting Party of such intention to abandon or not to file (which notice shall, to the extent possible, be given no later than ​ prior to the next deadline for any action that must be taken with respect to any such Patent within the Development IP in the relevant patent office). In such case, upon written notice to the prosecuting Party from the non-prosecuting Party, the non-prosecuting Party may elect to file or continue the prosecution and maintenance of any such Patent in the applicable country, at its sole cost and expense and by counsel of its own choice.