Prior Inventions. Listed on Appendix # to this Agreement are any and all Inventions in which you claim or intend to claim any right, title and interest (collectively, “Prior Inventions”), including, without limitation, patent, copyright and trademark interests, which to the best of your knowledge will be or may be delivered to the Company in the course of your employment, or incorporated into any Company product or system. You acknowledge that your obligation to disclose such information is ongoing during the period that you provide services to the Company.

Prior Inventions. I have set forth on [Exhibit A] (Inventions) a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with Company, in which I have an ownership interest or which I have a license to use and that I wish to have excluded from the scope of this agreement (collectively referred to as “Prior Inventions”). If no Prior Inventions are listed in [Exhibit A], I warrant that there are no Prior Inventions. If, in the course of my employment with Company, I incorporate a Prior Invention into a Company product, process or machine, I hereby grant Company a nonexclusive, royalty free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to reproduce, make derivative works of, distribute, publicly perform, publicly display in any form or medium, whether now known or later developed, make, have made, modify, use, sell, import, offer for sale, and exercise any and all present or future rights in, such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, any Prior Inventions in any Company Inventions (as defined below) without Company’s prior written consent.

Prior Inventions Disclosure. The following is a complete list of all inventions or improvements relevant to the subject matter of my employment by Instructure, Inc. (“Company”) that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my engagement by Company. If no Prior Inventions are listed below, I represent that there are no Prior Inventions.

Inventions. To the extent permitted by local law, you agree and/or reaffirm the terms of all agreements related to inventions that you signed at the inception of or during your employment, and agree to promptly disclose and assign to BMS all of your interest in any and all inventions, discoveries, improvements and business or marketing concepts related to the current or contemplated business or activities of BMS, and which are conceived or made by you, either alone or in conjunction with others, at any time or place during the period you are employed by BMS. Upon request of BMS, including after your termination, you agree to execute, at BMS’s expense, any and all applications, assignments, or other documents which BMS shall determine necessary to apply for and obtain letters patent to protect BMS’s interest in such inventions, discoveries, and improvements and to cooperate in good faith in any legal proceedings to protect BMS’s intellectual property.

Inventions. The Employee shall disclose promptly to the Company any and all conceptions and ideas for inventions, improvements, and valuable discoveries, whether patentable or not, which are conceived or made by the Employee solely or jointly with another during the period of employment or within one (1) year thereafter and which are related to the business or activities of the Company. The Employee hereby assigns and agrees to assign all her interest therein to Company or its nominee. Whenever requested by the Company, the Employee shall execute any and all applications, assigns or other instruments that the Company shall deem necessary to apply for and obtain Letters of Patents of the United States or any foreign country or to otherwise protect the Company’s interest therein. These obligations shall continue beyond termination of employment with respect to inventions, improvements and valuable discoveries, whether patentable or not, conceived, made or acquired by the Employee during the period of employment or within one year thereafter, and shall be binding upon the Employee’s heirs, assigns, executors, administrators and other legal representatives.

Inventions. Grantee does hereby assign to the Company the entire right, title and interest in any Invention which is or was made or conceived, either solely or jointly with others, during his/her employment with the Company, including after the Date of Termination. Grantee attests that he/she has disclosed (or promptly will disclose, if after the Date of Termination) to the Company all such Inventions. Grantee will, if requested, promptly execute and deliver to the Company a specific assignment of title for any such Invention and will at the expense of the Company, take all reasonably required action by the Company to patent, copyright or otherwise protect the Invention.

The Executive agrees that sole and exclusive ownership in Company Works will vest automatically in Company from the moment of its conception, identification, discovery, or creation.

Inventions and Secrecy. Except as otherwise provided in this [Section 5.2], Melamed # shall hold in a fiduciary capacity for the benefit of RoxSan and the Company and its affiliates, all secret and confidential information, knowledge, or data of RoxSan and the Company and its affiliates obtained by Melamed during her employment by RoxSan, which is not generally known to the public or recognized as standard practice (whether or not developed by Melamed) and shall not, during her employment by RoxSan and for one year following the termination of such employment for any reason, communicate or divulge any such information, knowledge or data to any person or entity other than RoxSan or the Company or its affiliates or persons or entities designated by the Company; # shall promptly disclose to RoxSan all inventions, ideas, devices and processes made or conceived by her along or jointly with others, from the time of entering RoxSan’s employ and until such employment is terminated relevant or pertinent in any way, whether directly or indirectly, to RoxSan or resulting from or suggested by any work which she may have done for or at the request of the Company or its affiliates; # shall at all times during her employment with RoxSan, assist RoxSan in every proper way (at the expense of RoxSan) to obtain and develop for the benefit of RoxSan’s inventions, ideas, devices and processes, whether or not patented; and # shall perform all such acts and execute, acknowledge and deliver all such instruments as may be necessary or desirable in the opinion of the Board of Directors of RoxSan to vest in RoxSan, the entire interest in such inventions, ideas, devices and processes referred to in this [Section 5.2]. Melamed, RoxSan and Company each agrees that all documents, reports, files, analyses, drawings, designs, tools, equipment, plans (including, without limitation, marketing and sales plans), proposals, customer lists, computer software or hardware, and similar materials that are made by Melamed or come into her or its possession by reason of and during the term of Melamed’s engagement with RoxSan are the property of RoxSan and will not be used by her in any way adverse to RoxSan’s interests. Melamed also agrees not to allow any such documents or things, or any copies, reproductions or summaries to be delivered to or used by any third party without the specific consent of the Board of Directors of RoxSan. Melamed agrees to deliver to RoxSan, upon demand, and in any event upon the termination of Melamed’s employment, all of such documents and things which are in Melamed’s possession or under her control. Melamed expressly agrees that all of her work product shall be and remain the sole and exclusive property of RoxSan. Accordingly, all work products eligible for any form of copyright protection shall be deemed a “work made for hire” under the copyright laws and shall be owned by RoxSan.

X I have no Prior Inventions

By entering into this Assignment, I understand that I am not conveying any rights in Inventions I may have made, conceived or first reduced to practice before my employment with the Company (“Prior Inventions”). If I claim ownership in any Prior Inventions, I have identified and provided a non-confidential description of each such Prior Invention in the space provided below (and on additional pages as necessary):

​ All of my Prior Inventions are listed above

​ I have attached additional sheets describing my prior inventions

Attached hereto as [Schedule A] is a list describing all inventions, original works of authorship, developments, improvements and trade secrets that were made by you prior to your employment with ​, that relate to ​’s proposed business, products or research and development, and are owned in whole or in part by you (“Prior Inventions”); or, if no such list is attached or if [Schedule A] is unsigned, you represent that there are no such Prior Inventions. You agree that you will not incorporate, or permit to be incorporated, any Prior Invention into any ​ product, process or service without ​’s prior written consent.

Inventions Retained and Licensed. [Exhibit B] attached hereto contains a full and exhaustive list describing with particularity all inventions, original works of authorship, developments, improvements, and trade secrets which were made or otherwise created by Employee prior to the commencement of Employee’s employment hereunder (collectively “Prior Inventions”). Such Prior Inventions belong solely to Employee or belong to Employee jointly with another as listed therein, which relate in any way to any of the Company’s proposed businesses, products or research and development, and which are not assigned to the Company hereunder; or, if no such list is attached, Employee represents that there are no such Prior Inventions. If, in the course of employment with the Company, Employee incorporates into a Company product or service a Prior Invention owned by Employee or in which Employee has an interest, the Company is hereby granted and shall have a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license (with the right to sublicense) to make, have made, copy, modify, make derivative works of, use, sell and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine.

As of the Effective Date, the terms of this clause 15 shall supersede any prior non-disclosure, secrecy or confidentiality agreement between the parties (or their Affiliates) dealing with the subject of this Agreement, including the Prior Confidentiality Agreement. Any information disclosed pursuant to any such prior agreement shall be deemed Confidential Information for purposes of this Agreement.

Supersedes Prior Agreements. With respect to the period covered by the Contract Period, this Agreement supersedes and cancels all prior agreements relating to your employment with the Company.

Prior Common Units. The Common Units that were issued and outstanding and held by the Members prior to the date of this Agreement shall remain unchanged.