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Inventions and Assignment. Executive agrees that he will promptly disclose to the Company any and all Company Inventions and that Executive hereby irrevocably assigns to the Company all ownership rights in and to any and all Company Inventions. During Executive's employment or at any time thereafter, upon request of the Company, Executive will sign, execute and deliver any and all documents or instruments, including, without limitation, patent applications, declarations, invention assignments and copyright assignments, and will take any other action which the Company shall deem necessary to perfect in the Company trademark, copyright or patent rights with respect to Inventions, or to otherwise protect the Company's trade secrets and proprietary interests.. The term "Inventions" means discoveries; developments; trade secrets; processes; formulas; data; lists; software programs; graphics; artwork; logos, and all other works of authorship, ideas, concepts, know-how, designs, and techniques, whether or not any of the foregoing is or are patentable, copyrightable, or registrable under any intellectual property laws or industrial property laws in the United States. The term "Company Inventions" means all Inventions that # relate to the business or proposed business of the Company or any of its predecessors or that are discovered, developed, created, conceived, reduced to practice, made, learned or written by Executive, either alone or jointly with others, in the course of Executive's employment; # utilize, incorporate or otherwise relate to Confidential Information; or # are discovered, developed, created, conceived, reduced to practice, made, or written by him using property or equipment of the Company or any of its predecessors. Executive agrees to promptly and fully communicate in writing to the Company (to such department or officer of the Company and in accordance with such procedures as the Company may direct from time to time) any and all Company Inventions. Executive acknowledges and agrees that any work of authorship by Executive or others comprising Company Inventions shall be deemed to be a "work made for hire," as that term is defined in the United States Copyright Act (17 U.S.C. § 101 (2000)). To the extent that any such work of authorship may not be deemed to be a work made for hire, Executive hereby irrevocably assigns any ownership rights Executive may have in and to such work to the Company. This Agreement does not apply to any Inventions Executive made before Executive's employment with the Company. To clearly establish Executive's rights, Executive has listed on [Exhibit B] any Inventions, whether or not patentable or copyrightable and whether or not reduced to practice, made by him prior to Executive's employment with the Company that are owned by Executive ("Prior Inventions"), together with the approximate dates of their creation. If no such list is attached, Executive represents that there are no Prior Inventions.

Inventions and Assignment.The Executive agrees that he will promptly disclose to the Company any and all Company Inventions and that Executive hereby irrevocably assigns to the Company all ownership rights in and to any and all Company Inventions. During Executive's employment or at any time thereafter, upon request of the Company, Executive will sign, execute and deliver any and all documents or instruments, including, without limitation, patent applications, declarations, invention assignments and copyright assignments, and will take any other action which the Company shall deem necessary to perfect in the Company trademark, copyright or patent rights with respect to Inventions, or to otherwise protect the Company's trade secrets and proprietary interests.. The term "Inventions" means discoveries; developments; trade secrets; processes; formulas; data; lists; software programs; graphics; artwork; logos, and all otherdiscoveries, inventions, works of authorship, ideas, concepts, know-how, designs,improvements and techniques,innovations (including all data and records pertaining thereto), whether or not any of the foregoing ispatentable, or are patentable, copyrightable, or registrable under any intellectual property lawsreduced to writing (collectively, “Inventions”), which during the Executive’s employment by the Company, the Executive conceived or industrial property lawsmade, or conceives or makes, either alone or in the United States. The term "Company Inventions" means all Inventions that # relateconjunction with others, which are related to the business or proposed business of the Company or any ofand its predecessors or thatAffiliates, are discovered, developed, created, conceived, reduced to practice, made, learned or written by Executive, either alone or jointly with others, inand shall be the course of Executive's employment; # utilize, incorporate or otherwise relate to Confidential Information; or # are discovered, developed, created, conceived, reduced to practice, made, or written by him usingsole and exclusive property or equipment of the Company or any of its predecessors. Executive agrees to promptly and fully communicate in writing to the Company (to such department or officer of the Company and in accordance with such procedures asits Affiliates, except for those inventions and discoveries conceived by the Executive prior to commencement of the Executive’s employment by the Company may direct from time to time) any andwhich are disclosed on [Schedule A] of this Agreement. The Executive shall promptly disclose all Company Inventions. Executive acknowledges and agrees that any work of authorship by Executive or others comprising Company Inventions shall be deemed to be a "work made for hire," as that term is defined in the United States Copyright Act (17 U.S.C. § 101 (2000)). To the extent that any such work of authorship may not be deemed to be a work made for hire, Executive hereby irrevocably assigns any ownership rights Executive may have in and to such work to the Company. This Agreement does not apply toCompany conceived during the period of the Executive’s employment. At the request of the Company and at any Inventions Executive made before Executive'time during or after the Executive’s employment with the Company. To clearly establish Executive's rights,Company, the Executive has listed on [Exhibit B]shall execute any Inventions, whetherassignments or not patentable or copyrightable and whether or not reduced to practice, made by him prior to Executive's employment withother documents the Company that are ownedand its Affiliates may deem necessary to protect or perfect its rights in the Inventions, and shall assist the Company, at the Company’s expense, in obtaining, defending and enforcing the Company’s and its Affiliates’ rights therein. The Executive hereby appoints the Company as the Executive’s attorney-in-fact to execute on the Executive’s behalf any assignments or other documents deemed necessary by Executive ("Prior Inventions"), together with the approximate dates of their creation. If no such list is attached, Executive represents that there are no PriorCompany to protect or perfect its rights to any Inventions.

InventionsPatents and Assignment.Inventions. Executive agrees that he will promptly disclose toany Inventions made, conceived, or completed by Executive during the Company any and all Company Inventions and that Executive hereby irrevocably assigns to the Company all ownership rights in and to any and all Company Inventions. Duringterm of Executive's employment or at any time thereafter, upon request of the Company, Executive will sign, execute and deliver any and all documents or instruments, including, without limitation, patent applications, declarations, invention assignments and copyright assignments, and will take any other action which the Company shall deem necessary to perfect in the Company trademark, copyright or patent rights with respect to Inventions, or to otherwise protect the Company's trade secrets and proprietary interests.. The term "Inventions" means discoveries; developments; trade secrets; processes; formulas; data; lists; software programs; graphics; artwork; logos, and all other works of authorship, ideas, concepts, know-how, designs, and techniques, whether or not any of the foregoing is or are patentable, copyrightable, or registrable under any intellectual property laws or industrial property laws in the United States. The term "Company Inventions" means all Inventions that # relate to the business or proposed business of the Company or any of its predecessors or that are discovered, developed, created, conceived, reduced to practice, made, learned or written by Executive, either aloneservice, solely or jointly with others, inwhich are made with the courseCompany's equipment, supplies, facilities, or Confidential Information, or which relate at the time of Executive'conception or reduction to purpose of the Invention, to the business of the Company, or the Company's employment; # utilize, incorporateactual or otherwisedemonstrably anticipated research and development, or which result from any work performed by Executive for the Company, will be the sole and exclusive property of the Company, and all Trade Secrets, Confidential Information, copyrightable works, works of authorship, and all patents, registrations, or applications related thereto, all other intellectual property or proprietary information and all similar or related information (whether or not patentable and copyrightable and whether or not reduced to tangible form or practice) which relate to Confidential Information;the business, research and development, or # are discovered, developed, created, conceived, reduced to practice, made,existing or written by him using propertyfuture products or equipmentservices of the Company and/or any of its predecessors.subsidiaries and which are conceived, developed, or made by Executive agrees to promptly and fully communicate in writing toduring Executive's employment with the Company (to such department or officer of("Work Product") will be deemed to be "work made for hire" (as defined in the CompanyCopyright Act, 17 U.S.C. §101 et seq., as amended) and in accordance with such procedures asowned exclusively by the Company may direct from time to time) any and all Company Inventions. Executive acknowledges and agreesCompany. To the extent that any work of authorship by Executive or others comprising Company Inventions shall beWork Product is not deemed to be a "work made for hire," as that term is defined in the United States Copyright Act (17 U.S.C. § 101 (2000)). To the extent that any such work of authorship may not be deemed to be a work made for hire, Executive hereby irrevocably assigns any ownership rights Executive may havehire" under applicable law, and all right, title, and interest in and to such workWork Product have not automatically vested in the Company, Executive hereby # irrevocably assigns, transfers, and conveys, and will assign, transfer, and convey, to the Company. This Agreement doesfullest extent permitted by applicable law, all right, title, and interest in and to the Work Product on a worldwide basis to the Company (or such other person or entity as the Company may designate), without further consideration; and # waives all moral rights in or to all Work Product, and to the extent such rights may not applybe waived, agrees not to any Inventionsassert such rights against the Company or its respective licensees, successors, or assigns. In order to permit the Company to claim rights to which it may be entitled, Executive made beforeagrees to promptly disclose to the Company in confidence all Work Product which Executive makes arising out of Executive's employment with the Company. To clearly establish Executive's rights, Executive has listed on [Exhibit B] any Inventions, whether or not patentable or copyrightable and whether or not reduced to practice, made by him prior to Executive's employment withwill assist the Company that are ownedin obtaining patents on all Work Product patentable by Executive ("Prior Inventions"), togetherthe Company in the United States and in all foreign countries, and will execute all documents and do all things reasonably necessary to obtain letters patent, to vest the Company with full and extensive title thereto, and to protect the approximate dates of their creation. If no such list is attached, Executive represents that there are no Prior Inventions.same against infringement by others.

Inventions and Assignment.Intellectual Property. The Executive agrees that he willduring the term of the Executive’s employment with the Company, and for a period of 12 months following the termination of the Executive’s employment for any reason, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which the Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Company, its strategic plans, products, processes, apparatus or business now or hereafter carried on by the Company (collectively, “Inventions”), shall be fully and promptly disclosedisclosed to the Company and shall be the sole and exclusive property of the Company (as the Board shall determine) as against the Executive or any of the Executive’s assignees. Regardless of the status of the Executive’s employment by the Company, the Executive and the Executive’s heirs, assigns and representatives hereby assigns, or shall promptly assign, to the Company any and all Companyright, title and interest in and to such Inventions and that Executive hereby irrevocably assignsmade during the term of the Executive’s employment by the Company. There are no Inventions with respect to the Company all ownership rights inconceived of, developed or made by the Executive before the Effective Date which have not been disclosed to and assigned to the Company. The Executive further agrees that at the request of and without charge to the Company, but at the Company’s expense, the Executive shall execute a written assignment of any Inventions to the Company and shall assign to the Company any application for letters patent or for trademark registration made thereon, and to any common-law or statutory copyright therein; and all Company Inventions. During Executive's employmentthe Executive shall do whatever may be necessary or at any time thereafter, upon request of the Company, Executive will sign, execute and deliver any and all documents or instruments, including, without limitation, patent applications, declarations, invention assignments and copyright assignments, and will take any other action whichdesirable to enable the Company shall deem necessary to perfect in the Companysecure any patent, trademark, copyrightcopyright, or patent rights with respect to Inventions, or to otherwise protect the Company's trade secrets and proprietary interests.. The term "Inventions" means discoveries; developments; trade secrets; processes; formulas; data; lists; software programs; graphics; artwork; logos, and all other works of authorship, ideas, concepts, know-how, designs, and techniques, whether or not any of the foregoing is or are patentable, copyrightable, or registrable under any intellectual property laws or industrial property laws in the United States. The term "Company Inventions" means all Inventions that # relate to the business or proposed business of the Company or any of its predecessors or that are discovered, developed, created, conceived, reduced to practice, made, learned or written by Executive, either alone or jointly with others, in the course of Executive's employment; # utilize, incorporate or otherwise relate to Confidential Information; or # are discovered, developed, created, conceived, reduced to practice, made, or written by him using property or equipment of the Company or any of its predecessors. Executive agrees to promptly and fully communicate in writing to the Company (to such department or officer of the Company and in accordance with such procedures as the Company may direct from time to time) any and all Company Inventions. Executive acknowledges and agrees that any work of authorship by Executive or others comprising Company Inventions shall be deemed to be a "work made for hire," as that term is definedright therein in the United States Copyright Act (17 U.S.C. § 101 (2000)). Toof America and in any foreign country, and any division, renewal, continuation, or continuation in part thereof, or for any reissue of any patent issues thereon. In the extentevent that the Company is unable, after reasonable effort, and in any event after 10 business days, to secure the Executive’s signature on a written assignment to the Company of any application for letters patent or to any common-law statutory copyright or other property right therein, whether because of the Executive’s physical or mental incapacity or for any other reason whatsoever, the Executive irrevocably designates and appoints the Chief Executive Officer of the Company as Executive’s attorney-in-fact to act on Executive’s behalf to execute and file any such work of authorship may not be deemed to be a work made for hire, Executive hereby irrevocably assigns any ownership rights Executive may have inapplication and to do all other lawfully permitted acts to further the prosecution and issuance of such work to the Company. This Agreement does not apply to any Inventions Executive made before Executive's employment with the Company. To clearly establish Executive's rights, Executive has listed on [Exhibit B] any Inventions, whetherletters patent, copyright or not patentable or copyrightable and whether or not reduced to practice, made by him prior to Executive's employment with the Company that are owned by Executive ("Prior Inventions"), together with the approximate dates of their creation. If no such list is attached, Executive represents that there are no Prior Inventions.trademark.

Inventions and Assignment. Executive agrees that he will promptly disclose to the Company any and allidea, invention, discovery or improvement, whether patentable or not (“Creations”), conceived or made by him alone or with others at any time during his employment. Executive agrees that the Company Inventionsowns any such Creations conceived or made by Executive alone or with others at any time during his employment, and that Executive hereby irrevocably assigns and agrees to assign to the Company all ownershipmoral or other rights inhe has or may acquire therein and agrees to execute any and all Company Inventions. During Executive's employment or at any time thereafter, upon request of the Company, Executive will sign, execute and deliver any and all documents or instruments, including, without limitation, patent applications, declarations, invention assignments and copyright assignments, and will take any other actioninstruments relating thereto which the Company deems necessary or desirable. These obligations shall deem necessary to perfect incontinue beyond the Company trademark, copyright or patent rightstermination of his employment with respect to Inventions,Creations and derivatives of such Creations conceived or made during his employment with the Company. The Company and Executive understand that the obligation to otherwise protectassign Creations to the Company's trade secrets and proprietary interests.. The term "Inventions" means discoveries; developments; trade secrets; processes; formulas; data; lists; software programs; graphics; artwork; logos, and all other works of authorship, ideas, concepts, know-how, designs, and techniques, whether orCompany shall not apply to any Creation which is developed entirely on his own time without using any of the foregoing is Company’s equipment, supplies, facilities, and/or are patentable, copyrightable, or registrable underConfidential Information unless such Creation # relates in any intellectual property laws or industrial property laws in the United States. The term "Company Inventions" means all Inventions that # relateway to the business or proposed businessto the current or anticipated research or development of the Company or any of its predecessors or that are discovered, developed, created, conceived, reduced to practice, made, learned or written by Executive, either alone or jointly with others, in the course of Executive's employment; # utilize, incorporate or otherwise relate to Confidential Information;Affiliated Entities; or # are discovered, developed, created, conceived, reduced to practice, made, or written by him using property or equipment ofresults in any way from his work at the Company or any of its predecessors. Executive agrees to promptly and fully communicate in writing to the Company (to such department or officer of the Company and in accordance with such procedures as the Company may direct from time to time) any and all Company Inventions. Executive acknowledges and agrees that any work of authorship by Executive or others comprising Company Inventions shall be deemed to be a "work made for hire," as that term is defined in the United States Copyright Act (17 U.S.C. § 101 (2000)). To the extent that any such work of authorship may not be deemed to be a work made for hire, Executive hereby irrevocably assigns any ownership rights Executive may have in and to such work to the Company. This Agreement does not apply to any Inventions Executive made before Executive's employment with the Company. To clearly establish Executive's rights, Executive has listed on [Exhibit B] any Inventions, whether or not patentable or copyrightable and whether or not reduced to practice, made by him prior to Executive's employment with the Company that are owned by Executive ("Prior Inventions"), together with the approximate dates of their creation. If no such list is attached, Executive represents that there are no Prior Inventions.

InventionsDisclosure and Assignment. Executive agrees that he will promptlymust immediately disclose to the Company any and all Company Inventionsimprovements and inventions that Executive has conceived or reduced to practice, or may conceive or reduce to practice, individually or jointly or commonly with others while Executive has been or is employed with the Company or any of its Affiliates with respect to # any methods, processes or apparatus concerned with the development, use or production of any type of products, goods or services sold or used by the Company or its Affiliates, and # any type of products, goods or services sold or used by the Company or its Affiliates. Any such improvements and inventions will be the sole and exclusive property of the Company and Executive hereby irrevocably assignsimmediately assigns, transfers and sets over to the Company all ownership rightsExecutive’s entire right, title and interest in and to any and all Company Inventions. During Executive's employment or at any time thereafter, upon request of the Company, Executive will sign, executesuch improvement and deliverinventions as are specified in this [Section 5(a)], and in and to any and all documents or instruments, including, without limitation,applications for letters patent applications, declarations, invention assignments and copyright assignments, and will take any other action which the Company shall deem necessary to perfect in the Company trademark, copyright or patent rights with respect to Inventions, or to otherwise protect the Company's trade secrets and proprietary interests.. The term "Inventions" means discoveries; developments; trade secrets; processes; formulas; data; lists; software programs; graphics; artwork; logos, and all other works of authorship, ideas, concepts, know-how, designs, and techniques, whether or not any of the foregoing is or are patentable, copyrightable, or registrable under any intellectual property laws or industrial property laws in the United States. The term "Company Inventions" means all Inventions that # relate to the business or proposed business of the Company or any of its predecessors or that are discovered, developed, created, conceived, reduced to practice, made, learned or written by Executive, either alone or jointly with others, in the course of Executive's employment; # utilize, incorporate or otherwise relate to Confidential Information; or # are discovered, developed, created, conceived, reduced to practice, made, or written by him using property or equipment of the Company or any of its predecessors. Executive agrees to promptly and fully communicate in writing to the Company (tomay be filed on such department or officer of the Companyinventions, and in accordance with such procedures as the Company may direct from timeand to time) any and all Company Inventions.letters patent that may issue, or be issued, upon such applications. In connection therewith and for no additional compensation therefor, but at no expense to Executive, Executive acknowledgeswill sign any and agrees that any work of authorshipall instruments deemed necessary by Executive or others comprising Company Inventions shall be deemed to be a "work made for hire," as that term is defined in the United States Copyright Act (17 U.S.C. § 101 (2000)). To the extent that any such work of authorship may not be deemed to be a work made for hire, Executive hereby irrevocably assigns any ownership rights Executive may have in and to such work to the Company. This Agreement does not apply to any Inventions Executive made before Executive's employment with the Company. To clearly establish Executive's rights, Executive has listed on [Exhibit B] any Inventions, whether or not patentable or copyrightable and whether or not reduced to practice, made by him prior to Executive's employment with the Company that are owned by Executive ("Prior Inventions"), together with the approximate dates of their creation. If no such list is attached, Executive represents that there are no Prior Inventions.for:

InventionsInventions, Discoveries and Assignment.Improvements. Executive hereby agrees that he will promptly discloseto assign and transfer to the Company anyCorporation, its successors and all Company Inventionsassigns, Executive’s entire right, title and that Executive hereby irrevocably assigns to the Company all ownership rightsinterest in and to any and all Company Inventions. During Executive's employment or at any time thereafter, upon request of the Company, Executive will sign, execute and deliver any and all documents or instruments, including, without limitation, patent applications, declarations, invention assignments and copyright assignments, and will take any other action which the Company shall deem necessary to perfect in the Company trademark, copyright or patent rights with respect to Inventions, or to otherwise protect the Company'sinventions, discoveries, trade secrets and proprietary interests.. The term "Inventions" means discoveries; developments; trade secrets; processes; formulas; data; lists; software programs; graphics; artwork; logos, and all other works of authorship, ideas, concepts, know-how, designs, and techniques, whether or not any of the foregoing is or are patentable, copyrightable, or registrable under any intellectual property laws or industrial property laws in the United States. The term "Company Inventions" means all Inventions that # relateimprovements thereto which Executive may discover to the business or proposed business of the Company or any of its predecessors or that are discovered, developed, created, conceived, reduced to practice, made, learned or written by Executive,develop, either alonesolely or jointly with others, during Executive’s employment and for a period of one year after termination of such employment, which would relate in any way to the course of Executive's employment; # utilize, incorporate or otherwise relate to Confidential Information; or # are discovered, developed, created, conceived, reduced to practice, made, or written by him using property or equipmentbusiness of the CompanyCorporation, together with all rights to letters patent, copyrights or trademarks which may be granted with respect thereto. Immediately upon making or developing any of its predecessors.invention, discovery, trade secret or improvement thereto, Executive agrees to promptlyshall notify the Corporation thereof and fully communicate in writingshall execute and deliver to the Company (toCorporation, without further compensation, such department or officer ofdocuments as may be necessary to assign and transfer to the CompanyCorporation Executive’s entire right, title and in accordance with such procedures as the Company may direct from time to time) any and all Company Inventions. Executive acknowledges and agrees that any work of authorship by Executive or others comprising Company Inventions shall be deemed to be a "work made for hire," as that term is defined in the United States Copyright Act (17 U.S.C. § 101 (2000)). To the extent that any such work of authorship may not be deemed to be a work made for hire, Executive hereby irrevocably assigns any ownership rights Executive may haveinterest in and to such workinvention, discovery, trade secret or improvement thereto, and to prepare or prosecute applications for letters patent with respect to the Company. This Agreement does not applysame in the name of the Corporation. Executive’s obligations under this [Section 6] shall continue in effect, as to inventions, discoveries and improvements covered by this [Section 6], notwithstanding any Inventions Executive made before Executive'stermination of employment with the Company. To clearly establish Executive's rights, Executive has listed on [Exhibit B] any Inventions, whether or not patentable or copyrightable and whether or not reduced to practice, made by him prior to Executive's employment with the Company that are owned by Executive ("Prior Inventions"), together with the approximate dates of their creation. If no such list is attached, Executive represents that there are no Prior Inventions.this Agreement.

Inventions and Assignment. Executive agrees that he will promptly disclose to the Company any and all Company Inventions and that Executive hereby irrevocably assigns to the Company all ownership rightsright, title and interest in and to anyall inventions, developments, ideas, methods, processes, designs, analyses, reports and all Company Inventions. During Executive's employmentsimilar or at any time thereafter, upon request of the Company, Executive will sign, executerelated information (in each case whether or not patentable), all copyrightable works, all trade secrets, confidential information and deliver any and all documents or instruments, including, without limitation, patent applications, declarations, invention assignments and copyright assignments, and will take any other action which the Company shall deem necessary to perfect in the Company trademark, copyright or patent rights with respect to Inventions, or to otherwise protect the Company's trade secrets and proprietary interests.. The term "Inventions" means discoveries; developments; trade secrets; processes; formulas; data; lists; software programs; graphics; artwork; logos,know-how, and all other works of authorship, ideas, concepts, know-how, designs, and techniques, whether or not any of the foregoing is or are patentable, copyrightable, or registrable under any intellectual property laws or industrial property laws in the United States. The term "Company Inventions" means all Inventionsrights that # relate to the business or proposed business of the Company or any of its predecessors or that are discovered, developed, created, conceived, reduced to practice, made, learneddeveloped or writtenmade by Executive, either aloneExecutive during the Employment Period, and # either: # relate at the time of conception or jointly with others, inreduction to practice to the courseCompany’s business, or actual or demonstrably anticipated research or development of Executive's employment; # utilize, incorporate or otherwise relate to Confidential Information;the Company, or # are discovered, developed, created, conceived, reduced to practice, made, or writtenresult from any work performed by him using property or equipment ofExecutive for the Company or any of its predecessors. Executive agrees to promptly and fully communicate in writing to the (“Company (to such department or officer of the Company and in accordance with such procedures as the Company may direct from time to time) any and all Company Inventions. Executive acknowledges and agrees that any work of authorship by Executive or others comprising Company Inventions shall be deemed to be a "work made for hire," as that term is defined in the United States Copyright Act (17 U.S.C. § 101 (2000)IP”). To the extent that any such work of authorship may not be deemed to be a work made for hire, Executive hereby irrevocably assigns any ownership rights Executive may have in and to such work to the Company. This Agreement does not apply to any Inventions Executive made before Executive's employment with the Company. To clearly establish Executive's rights, Executive has listed on [Exhibit B] any Inventions, whether or not patentable or copyrightable and whether or not reduced to practice, made by him prior to Executive's employment with the Company that are owned by Executive ("Prior Inventions"), together with the approximate dates of their creation. If no such list is attached, Executive represents that there are no Prior Inventions.

Any invention, improvement, design, process, information, copyright work, computer program, trade mark, trade name or get-up, work, output or other works of authorship (collectively, “Developments”) made, created or discovered by Executive during the employment, whether capable of being patented or registered or not and whether or not made or discovered in the course of Executive’s employment, in conjunction with or in any way affecting or relating to the business of the Company Group (or its predecessors), or capable of being used or adapted for use in or in connection with such business, together with all Intellectual Property subsisting therein (the “Intellectual Property Rights”), shall be disclosed immediately to the Company and shall, to the fullest extent permitted by applicable law, be deemed “work made for hire” and belong to and be the absolute property of the Company and each member of the Company Group, and Executive hereby assigns to the Company and each member of the Company Group, all such copyright, database rights, design rights, moral rights, contract and licensing rights, and any other Intellectual Property capable of assignment by way of present assignment of future rights, which may fall within the definition of the Intellectual Property Rights absolutely for the full term of those rights. If, in the course of Executive’s employment with the Company, Executive incorporates any Developments that Executive has, alone or jointly with others, conceived, developed or reduced to practice prior to the commencement of Executive’s employment with the Company or any member of the Company Group (or their predecessors) that Executive considers, in whole or in part, directly or indirectly, to be his property (“Prior Invention”) into a Company product, process or other work done for the Company (“Company-Related Developments”), Executive hereby grants to the Company and each member of the Company Group a nonexclusive, royalty-free, paid up, irrevocable, worldwide license (with the full right to sublicense) to make, have made, modify, use, sell, offer for sale and import such Prior Invention. Notwithstanding the foregoing, Executive will not incorporate, or permit to be incorporated, Prior Inventions in any Company-Related Development without the Company’s prior written consent. Notwithstanding the foregoing, nothing in this Agreement shall be construed to obligate Executive to assign to the Company or any member of the Company Group any Development which, in the reasonable judgment of the Company, reasonably exercised, is developed entirely on Executive’s own time and Assignment.does not relate to the business efforts or research and development efforts in which, during the period of Executive’s employment, the Company or any member of the Company Group actually is engaged or reasonably would be engaged, and does not result from the use of premises or equipment owned or leased by the Company or any member of the Company Group; provided, however, that Executive agrees that he willExecutive shall promptly disclose to the Company any and all Company Inventions and thatsuch Developments for the purpose of determining whether they qualify for such exclusion. Executive hereby irrevocably assignsunderstands that, to the Company all ownership rights in andextent this Agreement is required to any and all Company Inventions. During Executive's employment or at any time thereafter, upon request of the Company, Executive will sign, execute and deliver any and all documents or instruments, including, without limitation, patent applications, declarations, invention assignments and copyright assignments, and will take any other action which the Company shall deem necessary to perfect in the Company trademark, copyright or patent rights with respect to Inventions, or to otherwise protect the Company's trade secrets and proprietary interests.. The term "Inventions" means discoveries; developments; trade secrets; processes; formulas; data; lists; software programs; graphics; artwork; logos, and all other works of authorship, ideas, concepts, know-how, designs, and techniques, whether or not any of the foregoing is or are patentable, copyrightable, or registrable under any intellectual property laws or industrial property laws in the United States. The term "Company Inventions" means all Inventions that # relate to the business or proposed business of the Company or any of its predecessors or that are discovered, developed, created, conceived, reduced to practice, made, learned or written by Executive, either alone or jointly with others, in the course of Executive's employment; # utilize, incorporate or otherwise relate to Confidential Information; or # are discovered, developed, created, conceived, reduced to practice, made, or written by him using property or equipment of the Company or any of its predecessors. Executive agrees to promptly and fully communicate in writing to the Company (to such department or officer of the Company andbe construed in accordance with such procedures as the Company may direct from timelaws of any state which precludes a requirement in an employee agreement to time) any and all Company Inventions. Executive acknowledges and agrees that any workassign certain classes of authorshipinventions made by Executive or others comprising Company Inventions shallan employee, this [Section 7(b)] will be deemedinterpreted not to be a "work made for hire," as that term is defined in the United States Copyright Act (17 U.S.C. § 101 (2000)). To the extent that any such work of authorship may not be deemed to be a work made for hire, Executive hereby irrevocably assigns any ownership rights Executive may have in and to such work to the Company. This Agreement does not apply to any Inventions Executive made before Executive's employment with the Company. To clearly establish Executive's rights, Executive has listed on [Exhibit B] any Inventions, whether invention which a court rules and/or not patentable or copyrightable and whether or not reduced to practice, made by him prior to Executive's employment with the Company that are owned by Executive ("Prior Inventions"), together with the approximate dates of their creation. If noagrees falls within such list is attached, Executive represents that there are no Prior Inventions.classes.

Inventions and Assignment. ExecutiveAssignment of Inventions. Employee agrees that heEmployee will promptly disclosemake full written disclosure to the Company anyCompany, will hold in trust for the sole right and all Company Inventionsbenefit of the Company, and that Executive hereby irrevocably assignsassign to the CompanyCompany, or its designee, all ownership rightshis right, title and interest throughout the world in and to any and all Company Inventions. During Executive's employment or at any time thereafter, upon request of the Company, Executive will sign, execute and deliver any and all documents or instruments, including, without limitation, patent applications, declarations, invention assignments and copyright assignments, and will take any other action which the Company shall deem necessary to perfect in the Company trademark, copyright or patent rights with respect to Inventions, or to otherwise protect the Company's trade secrets and proprietary interests.. The term "Inventions" means discoveries; developments; trade secrets; processes; formulas; data; lists; software programs; graphics; artwork; logos, and all otherinventions, original works of authorship, ideas,developments, concepts, know-how, designs, and techniques, whetherimprovements or not any of the foregoing is or are patentable, copyrightable, or registrable under any intellectual property laws or industrial property laws in the United States. The term "Company Inventions" means all Inventions that # relate to the business or proposed business of the Company or any of its predecessors or that are discovered, developed, created, conceived, reduced to practice, made, learned or written by Executive, either alone or jointly with others, in the course of Executive's employment; # utilize, incorporate or otherwise relate to Confidential Information; or # are discovered, developed, created, conceived, reduced to practice, made, or written by him using property or equipment of the Company or any of its predecessors. Executive agrees to promptly and fully communicate in writing to the Company (to such department or officer of the Company and in accordance with such procedures as the Company may direct from time to time) any and all Company Inventions. Executive acknowledges and agrees that any work of authorship by Executive or others comprising Company Inventions shall be deemed to be a "work made for hire," as that term is defined in the United States Copyright Act (17 U.S.C. § 101 (2000)). To the extent that any such work of authorship may not be deemed to be a work made for hire, Executive hereby irrevocably assigns any ownership rights Executive may have in and to such work to the Company. This Agreement does not apply to any Inventions Executive made before Executive's employment with the Company. To clearly establish Executive's rights, Executive has listed on [Exhibit B] any Inventions,trade secrets, whether or not patentable or copyrightable and whetherregistrable under copyright or notsimilar laws, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time in which Employee is employed by the Company (collectively referred to as “Inventions”), except as provided in [Section 10(e)] below. Employee further acknowledges that all inventions, original works of authorship, developments, concepts, know-how, improvements or trade secrets which are made by him prior to Executive'sEmployee (solely or jointly with others) within the scope of and during the period of employment with the Company that are owned“works made for hire” (to the greatest extent permitted by Executive ("Prior Inventions"), together withapplicable law) and are compensated by the approximate datescompensation provided to Employee pursuant to this Agreement, unless regulated otherwise by the mandatory law of their creation. If no such list is attached, Executive represents that there are no Prior Inventions.the state of California.

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