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 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; Confidentiality. ​ acknowledges that the Property Documents are proprietary and confidential and will be delivered to ​ solely to assist ​ in determining the feasibility of purchasing the Properties. ​ shall not use the Property Documents for any purpose other than as set forth in the preceding sentence and, except as may be required by applicable Law, shall not disclose the contents thereof or the findings or information obtained pursuant to any tests or inspections conducted on the Property pursuant to this [Article 4] to any person other than to those persons who are responsible for determining the feasibility of ​’s acquisition of the Properties and who have agreed to preserve the confidentiality of such information as required hereby, including without limitation ​'s attorneys, accountants, and insurance advisors (collectively, “Permitted Outside Parties”); provided, however, ​ shall disclose only such information to a particular Permitted Outside Party as is reasonably necessary for that Permitted Outside Party to perform its role in assisting ​ determine the feasibility of its acquisition of the Properties, and nothing more. At any time and from time to time, within two (2) business days after ​'s receipt of a written request from ​, ​ shall deliver to ​ a list of all parties to whom ​ has provided any Property Documents or any information taken from the Property Documents. ​ shall not divulge the contents of the Property Documents or any of the third party reports, investigations and studies and other information except in strict accordance with the confidentiality standards set forth in this [Section 4.8]. In permitting ​ to review the Property Documents and any other information, ​ has not waived any privilege or claim of confidentiality with respect thereto, and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created. The provisions of this [Section 4.8] shall survive the termination of this Agreement.

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

Exhibit #: Confidentiality and Proprietary Rights Letter Agreement – To be executed upon the Employment Start Date

Any material breach by Executive of the Company’s standard form of Confidentiality and Proprietary Rights Agreement, in substantially the form attached hereto as [Exhibit A] (such agreement, the “Confidentiality Agreement”) or any other improper disclosure by Executive of the Company’s confidential or proprietary information;

Protection of Proprietary Information. The Seller has taken ​ steps to maintain the confidentiality of and otherwise protect and enforce its rights in all proprietary information pertaining to the Products.