Proprietary Rights. Except to the extent any rights in any inventions, discoveries, and improvements (whether or not patentable or registrable under copyright or similar statutes), and all patentable or copyrightable works, initiated, conceived, discovered, reduced to practice, or made by the Executive, either alone or in conjunction with others, during the Executive’s employment with the Company and related to the business or activities of the Company and its Affiliates (the “Developments”) constitute a work made for hire under the U.S. Copyright Act, 17 U.S.C. § 101 et seq. that are owned ab initio by the Company and/or its applicable Affiliate, the Executive assigns and agrees to assign all of the Executive’s right, title and interest in all Developments (including all intellectual property rights therein) to the Company or its nominee without further compensation, including all rights or benefits therefor, including without limitation the right to sue and recover for past and future infringement. The Executive acknowledges that any rights in any Developments constituting a work made for hire under the U.S. Copyright Act, 17 U.S.C § 101 et seq. are owned upon creation by the Company and/or its applicable Affiliate as the Executive’s employer. The Executive hereby expressly and irrevocably waives any and all moral rights in the Developments including, without limitation, the right to attribution or anonymity in respect of authorship, the right to restrain any distortion, mutilation or other modification of any such Developments and the right to prohibit any use of any such Developments in association with a product, service, cause or institution that may be prejudicial to his honor or reputation. Whenever reasonably requested to do so by the Company, and at the expense of the Company, the Executive shall execute any and all applications, assignments or other instruments which the Company shall reasonably deem necessary to apply for and obtain trademarks, patents or copyrights of the United States or any foreign country or otherwise protect the interests of the Company and its Affiliates therein with respect to the Developments. These obligations shall continue beyond the end of the Executive’s employment with the Company with respect to Developments initiated, conceived or made by the Executive while employed by the Company, and shall be binding upon the Executive’s employers, assigns, executors, administrators and other legal representatives. In connection with the Executive’s execution of this Agreement, the Executive has informed the Company in writing of any interest in any inventions or intellectual property rights related to the Company’s business that the Executive holds as of the date hereof. If the Company is unable for any reason, after reasonable effort, to obtain the Executive’s signature on any document needed in connection with the actions described in this [Section 4.6], the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executive’s agent and attorney in fact to act for and on the Executive’s behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this [Section 4.6] with the same legal force and effect as if executed by the Executive.

Ownership of [[Orthofix:Organization]] Property. As used herein, the term “[[Orthofix:Organization]] Property” means, collectively and individually, any and all discoveries, inventions, processes, improvements, technology, devices, products, works, derivative works, information, ideas, concepts, and other intellectual property of any kind created, made, discovered, belonging to, held, or acquired by [[Orthofix:Organization]] and/or any [[Orthofix:Organization]] subsidiary or affiliate at any time, and any and all Intellectual Property Rights therein and related thereto. As used herein, the term “Intellectual Property Rights” means, collectively and individually, any and all patents, patent applications, copyrights, trademarks, trade names, trade secrets, and other intellectual property rights of any kind, and any and all registrations and applications therefore, whether in the United States and/or anywhere else. [[Orthofix:Organization]] and/or any [[Orthofix:Organization]] subsidiary or affiliate shall retain any and all rights, title, and interest in and to any and all [[Orthofix:Organization]] Property, whether existing now or coming into existence or becoming [[Orthofix:Organization]] Property at any time in the future. Neither [[Orthofix:Organization]] nor any [[Orthofix:Organization]] subsidiary or affiliate transfers, conveys, assigns, or grants to [[Person A:Person]] or any third party, and nothing in this Agreement or its performance shall be construed to constitute any transfer, conveyance, assignment, or grant to [[Person A:Person]] or any third party of, any right, title, interest, license, grant, expectation, or entitlement in or to any [[Orthofix:Organization]] Property, or any other property or Intellectual Property Rights of any kind created, made, discovered, belonging to, held, or acquired by [[Orthofix:Organization]] or any [[Orthofix:Organization]] subsidiary or affiliate.

Proprietary Rights. All work performed by You and all inventions, discoveries, developments, work product, processes, improvements, creations, deliverables and all written, graphic or recorded material and works of authorship fixed in any tangible medium of expression made, created or prepared by You, alone or jointly with others, during Your employment with the Company and relating to the Company’s business (collectively, the “Works”) shall be the Company’s exclusive property, shall be deemed a work made for hire, and all rights, title and interest in the Works shall vest in the Company. To the extent that the title or rights to any such Works may not, by operation of law, vest in the Company, You hereby irrevocably assign and transfer to the Company all rights, title and interest to such Works. All Works shall belong exclusively to the Company, and the Company shall have the right to obtain and hold in its own name, any patents, copyrights, registrations or such other intellectual property protections as may be appropriate to the subject matter. You will sign documents of assignment, declarations and other documents and take all other actions reasonably required by the Company, at the MARK J. WORDEN Company’s expense, to perfect and enforce any of its proprietary rights and to vest all right, title and interest to the Works in the Company. This Section does not apply to an invention for which no equipment, supplies, facility, or Confidential Information of the Company was used and which was developed entirely on Your own time, unless # the invention relates # directly to the business of the Company, or # to the Company’s actual or anticipated research or development, or # the invention results from any work performed by You for the Company.

8.1Work Product. The Executive acknowledges and agrees that all right, title, and interest in and to all writings, works of authorship, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, materials, and all other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, amended, conceived, or reduced to practice by the Executive individually or jointly with others during the period of his employment by the Company and relate in any way to the business or contemplated business, products, activities, research, or development of the Company or result from any work performed by the Executive for the Company (in each case, regardless of when or where prepared or whose equipment or other resources is used in preparing the same), all rights and claims related to the foregoing, and all printed, physical and electronic copies, and other tangible embodiments thereof (collectively, “Work Product”), as well as any and all rights in and to U.S. and foreign # patents, patent disclosures and inventions (whether patentable or not), # trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing, # copyrights and copyrightable works (including computer programs), and rights in data and databases, # trade secrets, know-how, and other confidential information, and # all other intellectual property rights, in each case whether registered or unregistered and including all registrations and applications for, and renewals and extensions of, such rights, all improvements thereto and all similar or equivalent rights or forms of protection in any part of the world (collectively, “Intellectual Property Rights”), shall be the sole and exclusive property of the Company.

Proprietary Rights. RELATIVITY AND ITS THIRD PARTY VENDORS OWN AND SHALL CONTINUE TO OWN THE ENTIRE TITLE AND INTEREST IN AND TO ALL INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS RELATED TO THE SOFTWARE, AND ALL MODIFICATIONS, ENHANCEMENTS, UPDATES, AND DERIVATIVE WORKS, and any suggestions, ideas, enhancement request, feedback, recommendations or other information provided by Client or any other party relating to the Software. Client shall not directly or indirectly infringe any Intellectual Property Rights or misappropriate any IP of Relativity or its third party vendors. Nothing in this Agreement, or the negotiation or performance thereof, shall be construed as transferring to Client or any other party any IP or other proprietary rights of Relativity or its third party vendors. This Agreement is not intended to, and does not, convey any license, by implication, estoppel or otherwise, under any patent, copyright or other Intellectual Property not expressly granted hereunder. All rights not expressly granted to Client under this Agreement are reserved by Relativity. CLIENT SHALL RETAIN, PRESERVE, AND NOT COVER-UP OR OBSCURE, ANY TRADEMARK, TRADE NAME, COPYRIGHT NOTICE OR OTHER PROPRIETARY NOTICE ON ANY TRAINING MANUALS OR OTHER DOCUMENTATION PROVIDED BY RELATIVITY AND ON ANY COPY OR PORTION OF THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, SOFTWARE MERGED INTO ANOTHER PROGRAM (PROVIDED, NO SUCH MERGER IS PERMITTED UNLESS EXPRESSLY ALLOWED UNDER THIS AGREEMENT). THE LICENSE IS LIMITED TO THE INSTALLATION AND EXECUTION OF OBJECT CODE COPIES OF THE SOFTWARE. THIS LICENSE DOES NOT INCLUDE SOURCE CODE.

Proprietary Rights. All work performed by You and all inventions, discoveries, developments, work product, processes, improvements, creations, deliverables and all written, graphic or recorded material and works of authorship fixed in any tangible medium of expression made, created or prepared by You, alone or jointly with others, during Your employment with the Company and relating to the Company’s business (collectively, the “Works”) shall be the Company’s exclusive property, shall be deemed a work made for hire, and all rights, title and interest in the Works shall vest in the Company. To the extent that the title or rights to any such Works may not, by operation of law, vest in the Company, You hereby irrevocably assign and transfer to the Company all rights, title and interest to such Works. All Works shall belong exclusively to the Company, and the Company shall have the right to obtain and hold in its own name, any patents, copyrights, registrations or such other intellectual property protections as may be appropriate to the subject matter. You will sign documents of assignment, declarations and other documents and take all other actions reasonably required by the Company, at the Company’s expense, to perfect and enforce any of its proprietary rights and to vest all right, title and interest to the Works in the Company. This Section does not apply to an invention for which no equipment, supplies, facility, or Confidential Information of the Company was used and which was developed entirely on Your own time, unless # the invention relates # directly to the business of the Company, or # to the Company’s actual or anticipated research or development, or # the invention results from any work performed by You for the Company.

License to Airspan Background IP, ​. Subject to any restrictions, reservations and other limitations set forth in [Section 2.9(a)(iii)] or the applicable Statement of Work, Airspan hereby grants to Gogo a worldwide, royalty-free (except as set forth in [Section 2.9(a)(iii)]), irrevocable, sublicensable, transferable, perpetual license to use, reproduce, practice, adapt, modify, commercialize, make, have made, use, keep, offer to sell, sell, import, and otherwise implement any Airspan Background IP ​. The license granted in this [Section 2.9(a)(ii)] is # exclusive ​ and # non‑exclusive in all other respects. The exclusivity provided for above shall not prevent Airspan from carrying out or subcontracting with any third party to carry out any work required under a Statement of Work or from performing Airspan’s obligations under this Agreement. Except as set forth herein and as is necessary for Gogo to exercise its rights in and to the Services and ​ hereunder, nothing in this Agreement will be deemed to grant to, or confer upon Gogo, expressly or by implication, any rights or license to the Airspan Background IP.

Proprietary Rights. All data, copy, written and recorded materials, as well as all recordings, documents, notes, projections, forecasts and presentations and other financial information, created by Executive at any time during the Term or any extension thereof, including without limitation the Executive’s work product, are works for hire and shall be the exclusive property of the Company, and the Company Entities throughout the Universe, in perpetuity (the “Property Rights”). The Company and the Company Entities own or shall own all right, title and interest throughout the Universe, in any of Executive’s and the Company’s and the Company Entities’ work product and all copyright, trademark and other intellectual property rights in and related thereto throughout the Universe, in perpetuity (“Intellectual Property”). Executive must return all such documents and tangible property to the Company on termination of this Agreement for any reason or at such earlier time as the Company may request in writing.

The Ascendon System, Ascendon SaaS Services, Ascendon System Data, CSG Confidential Information and CSG Intellectual Property, and any improvements, adaptations and other such modifications of the same that are developed by or for CSG shall be deemed Work Product and will be the exclusive property of CSG.

Proprietary Rights. All data, copy, written and recorded materials, as well as all recordings, documents, notes, projections, forecasts and presentations and other financial information, created by Executive at any time during the Term or any extension thereof, including without limitation the Executive’s work product, are works for hire and shall be the exclusive property of the Company, and the Company Entities throughout the Universe, in perpetuity (the “Property Rights”). The Company and the Company Entities own or shall own all right, title and interest throughout the Universe, in any of Executive’s and the Company’s and the Company Entities’ work product and all copyright, trademark and other intellectual property rights in and related thereto throughout the Universe, in perpetuity (“Intellectual Property”). Executive must return all such documents and tangible property to the Company on termination of this Agreement for any reason or at such earlier time as the Company may request in writing.