All inventions, modifications, discoveries, designs, developments, improvements , processes, works of authorship, documentation, formulae, data, techniques, know-how, secrets or intellectual property rights or any interest therein made by Employee, either alone or in conjunction with others, at any place or at any time during the Term, whether or not reduced to writing or practice during such period , which result , in whole or in part, from # any services performed directly or indirectly for the Company by Employee or # Employee’s use of the Company’s time, equipment, supplies, facilities or information (collectively, the “Company Developments”) shall be and hereby is the exclusive property of the Company without any further compensation to Employee. In addition, without limiting the generality of the foregoing, all Company Developments which are copyrightable work by Employee are intended to be “work made for hire” as defined in Section 81 of the Copyright Act of 1976, as amended, and shall be and hereby are the property of the Company.

Condominiums/Planned Unit Developments. If the Mortgaged Property is a condominium unit or a planned unit development (other than a de minimis planned unit development) such condominium or planned unit development project is # acceptable to Fannie Mae or Freddie Mac or # located in a condominium or planned unit development project which has received project approval from Fannie Mae or Freddie Mac. The representations and warranties required by Fannie Mae with respect to such condominium or planned unit development have been satisfied and remain true and correct.

Absence of Certain Developments. From the Most Recent Balance Sheet Date to the date hereof, # there has not been a Company Material Adverse Effect, # the business of the Company and its Subsidiaries has been conducted in the ordinary course of business (aside from steps taken in contemplation of the Merger), and # neither the Company nor its Subsidiaries has taken any action that would have required the prior written consent of BRPA under [Section 4.1] if such action had been taken during the Interim Period.

Absence of Certain Developments. Since the date of the Latest Balance Sheet, the Target Entities have conducted their business in the Ordinary Course of Business and there has been no Material Adverse Effect except that the applicable Target Entities are insolvent and/or have filed the Chapter 11 Cases.

Absence of Certain Developments. Since the date of its incorporation, the Company has conducted the Business in the ordinary course of business and there has not occurred any event or development that, individually or in the aggregate, has had or would reasonably be expected to have an adverse effect. Since the date of its incorporation, the Company has not, # sold, leased, assigned, disposed of or transferred (including transfers to the Company or any of its respective employees or Affiliates) any of its assets (whether tangible or intangible), except for sales of inventory in the ordinary course of business; # except as pursuant to the Notes mortgaged, pledged or subjected to any Lien any portion of its properties or assets, other than Permitted Liens; # committed to make or authorized any capital expenditure; # acquired (including, without limitation, by merger, consolidation, or acquisition of stock or assets) any interest in any Person or any division thereof or any assets, other than acquisitions of assets in the ordinary course of business; # except as pursuant to the Notes incurred any Indebtedness or assumed, guaranteed or endorsed the obligations of any Person; # entered into, amended, modified, accelerated or terminated any material Contract; # except as pursuant to the Notes granted, issued, sold, pledged, disposed of, encumbered or transferred any equity securities, securities convertible, exchangeable or exercisable into equity securities, or warrants, options or other rights to acquire equity securities, of the Company; # declared, set aside, or distributed any dividend or other distribution (whether payable in cash, stock, property or a combination thereof) with respect to any of its capital stock (or other equity securities), or entered into any agreement with respect to the voting of its capital stock (or other equity securities); # reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, any of its membership interests (or other equity securities); # waived, released, assigned, settled or compromised any material rights or claims, or any material litigation or arbitration; k) disclosed any trade secrets (including source code for any Company Product) or other proprietary and confidential information to any Person that is not subject to any confidentiality or non-disclosure agreement; # except as pursuant to the Notes transferred (by way of a License, assignment or otherwise) to any Person any right to any Company Intellectual Property, other than non-exclusive licenses of Company Intellectual Property entered into with customers of Company products in the ordinary course of business on Company’s standard form agreements; # made loans or advances to, guarantees for the benefit of, or any investments in, any Person; # forgave any loans to directors, officers, employees or any of their respective affiliates; (o) (1) accelerated or delayed collection of notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of business; # delayed or accelerated payment of any account payable in advance of its due date or the date such liability would have been paid in the ordinary course of business; # made any changes to cash management policies; # delayed or postponed the repair or maintenance of their properties; or # varied any inventory purchase practices in any material respect from past practices; # made, changed or revoked any material Tax election; settled or compromised any claim, notice, audit report or assessment in respect of material Taxes; changed any annual Tax accounting period, or adopted or changed any method of Tax accounting; filed any amended material Tax Return; entered into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement relating to any Tax; surrendered any right to claim a material Tax refund; or consented to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; or # agreed or committed to do any of the foregoing.

Key developments have included:

Executive will, within 3 business days following ​’s request, execute a specific assignment of title to any Developments to ​ or its designee, and do anything else reasonably necessary to enable ​ or its designee to secure a patent, copyright, or other form of protection for any Developments in the United States and in any other applicable country.

1.2Assignment of Intellectual Property. All processes, concepts, data bases, software developments, hardware developments, client lists, brokers’ list, trade secrets, inventions, patents, copyrights, trademarks, service marks, and other intangible rights (collectively “Intellectual Property”) that may be conceived or developed by Employee, either alone or with others, during the term of this Agreement, shall be the property of the Company.

Moral Rights. No work produced by the Consultant shall be deemed to fall within any other classification, which would result in ownership rights of any description concerning such materials or work vesting in the Consultant. In the event any ownership rights in the Developments are deemed to vest in the Consultant, the Consultant waives all moral rights related to such Developments and the Consultant agrees that the Company may modify and use such work as it sees fit. The Consultant agrees that any Developments produced in the course of performing the Consulting Services under this Agreement shall not be the subject of an application for copyright, or patent by or on behalf of the Consultant and that the Consultant shall co-operate with the Company in any application for copyright or patent it deems appropriate concerning any Developments.

Work Product. In the event that the Director participates in any of the Company's research and development activities ("Company Practice"), or pursues research and development activities that are premised on, or extensions of, in whole or in part, research or development activities carried on by the Company ("Derivative Practice"), then the Company shall own all right, title and interest relating to all inventions, improvements, discoveries, methods, developments, software, and works of authorship, whether patentable or not, which are created, made, conceived or reduced to practice by the Director or jointly with others and are either materially derivative from Company Practice or Derivative Practice or involved Director's use of Company IP (collectively, “Developments”). The Director agrees to make full and prompt disclosure to the Company of all Developments and provide all Developments and all materials and concepts relating to Developments to the Company. Director hereby assigns to the Company or its designee all of the Director's right, title and interest in and to any and all Developments. The Director agrees to cooperate fully with the Company, both during and after the term of this Agreement, with respect to the procurement, maintenance and enforcement of intellectual property rights (both in the United States and foreign countries) relating to any Developments. The Director shall sign all documents which may be necessary or desirable in order to protect the Company's rights in and to any Developments, and the Director hereby irrevocably designates and appoints each officer of the Company as the Director's agent and attorney-in-fact to execute any such documents on the Director's behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Developments. Notwithstanding anything to the contrary above, this [Section 7] does not apply to an invention for which no equipment, supplies, facility of the Company or Company IP was used, unless the invention relates to the business of the Company or to the Company's actual or demonstrably anticipated research or development, or the invention results from any work performed by the Director for the Company.

Executive hereby assigns to ​ Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely or jointly by Executive at any time during Executive’s employment by ​ (whether prior or subsequent to the execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: # were developed, invented, or conceived within the scope of Executive’s employment with ​; # relate to ​’s actual or demonstrably anticipated research or development; or # result from any work performed by Executive on ​’s behalf. Executive shall disclose any Developments to ​’s management within 30 days following Executive’s development, making or conception thereof.

Nothing in this [Section 15] is intended to waive, or shall be construed as waiving, any assignment of any Developments to ​ implied by law.

No Rights. Nothing in this Agreement shall be construed to grant to the Consultant any express or implied option, license or other rights, title or interest in or to the Confidential Information of the Developments, or obligate either party to enter into any agreement granting any such right. If the Consultant acquires any right, title or interest in any Confidential Information or any Developments, the Consultant hereby irrevocably assigns all such rights, title and interests exclusively to the Company.

I hereby waive for the benefit of Ceridian and, where legally possible, assign to Ceridian any moral rights I have, or may in the future have, in any Developments.

"Work Product" means any invention, discovery, concept or idea (including, but not necessarily limited to, hardware, software programs, or processes, techniques, know-how, methods, systems, improvements, analytical reports, and other developments).

In return, SUPPLIER shall warrant assure to BOSCH preferential provision of technology, machinery and information. SUPPLIER shall inform BOSCH about new developments/technologies and new machine generations on a regular basis.