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.

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.

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 – AgEagle. All right, title and interest in and to intellectual property, owned by AgEagle as of the Effective Date (“AgEagle Pre-Existing Intellectual Property”) or conceived or developed solely by AgEagle in connection with this Agreement (“AgEagle Developed Intellectual Property”), including the AgEagle System as of the Effective Date and including, without limitation, software and electronics system design and any copyright, patent, trademark, trade secret or other intellectual or proprietary rights therein, whether registered or registerable, are the sole, confidential and exclusive property of AgEagle. Subject to Section 8.4, no right, title, or interest therein or thereto shall be acquired by Raven by virtue hereof and nothing contained in this Agreement shall be construed as granting, either expressly or by implication, estoppel or otherwise, any license under any AgEagle intellectual property now or hereafter owned or controlled by AgEagle. Notwithstanding the foregoing, for any product purchased from AgEagle under this Agreement, AgEagle hereby grants to Raven a royalty-free, worldwide, perpetual, irrevocable, and non-exclusive license under AgEagle’s rights in AgEagle intellectual property, to the extent necessary to use, sell, offer to sell, and distribute the specific purchased product only.

Proprietary Rights – Raven. All right, title and interest in and to all intellectual property, owned by Raven as of the Effective Date (“Raven Pre-Existing Intellectual Property”) or conceived or developed solely by Raven in connection with this Agreement (“Raven Developed Intellectual Property”), including products manufactured and sold by Raven (the “Raven Products”) and including, without limitation, software and electronics system design, product integration and communication of Raven Products with the AgEagle System, and any copyright, patent, trademark, trade secret or other intellectual or proprietary rights therein, whether registered or registerable, are the sole, confidential and exclusive property of Raven. Raven Intellectual Property includes, but is not limited to # the interaction and integration of the Raven Products with the AgEagle Products, # Raven technology, control systems technology, data management technology, and the interaction and integration of electrical and software libraries and components with hardware to provide integration, control functionality and data management, and # the design, development, testing, manufacturing, modification to make a better manufacturable product or any other product development, feature or enhancement of AgEagle System, developed in any way by Raven, whether owned, licensed, developed or first conceived prior or subsequent to the Effective Date of this Agreement. Subject to Section 8.4, no right, title, or interest therein or thereto shall be acquired by AgEagle by virtue hereof and nothing contained in this Agreement shall be construed as granting, either expressly or by implication, estoppel or otherwise, any license under any intellectual property now or hereafter owned or controlled by Raven.

Nondisclosure and Proprietary Rights. The rights and obligations of the Company and the Executive contained in Article III hereof will continue to apply notwithstanding a termination following a Change of Control.

Enforcement of Proprietary Rights. Consultant further agrees to cooperate and provide reasonable assistance to Aligos to obtain and from time to time enforce the Proprietary Rights covering or relating to Aligos Work Product.

(a)Proprietary Rights; Assignment. All right, title and interest, and all proprietary claims to all data and other information, inventions (whether or not patentable), works of authorship, processes or know-how, designs, and/or ideas for formulae, including but not limited to methodology, computer programs, systems, materials and manuals that Employee, alone or with others, makes, creates, develops, conceives, or reduces to practice # in the course of Employee’s employment with the Company, whether during regular working hours or other hours; or # during the period of Employee’s employment, whether or not in the course of such employment, to the extent the same is related to Company’s business or actual or demonstrably anticipated research or development or is made, created, developed, conceived, or first reduced to practice with the time, private or proprietary information, or facilities of one or more [[Company,:Organization]] Companies (collectively, the materials described in [Subsections 2.1(a) and 2.1(b)])] heretofore shall be referred to as the "Developments"), including without limitation all rights under applicable copyright, patent or trade secret laws, shall reside with Company (or such [[Company,:Organization]] Company designated by Company) and, where applicable, shall be considered "works made for hire”; provided, however, that such ownership may be subject to the rights, if any, of the United States government and agencies thereof arising from Federal grants to the Company. Employee hereby assigns to the Company (or such [[Company,:Organization]] Company designated by the Company) all right, title, and interest Employee has or may have in the Developments. Employee agrees that neither Employee nor Employee’s successors or assigns shall have any rights in the Developments.

Confidentiality and Proprietary Rights. Executive and the Company have executed the Company’s Confidentiality and Proprietary Rights Agreement, a copy of which is attached to this Agreement as Exhibit B and incorporated herein by reference (the “Confidentiality and Proprietary Rights Agreement”). The Company shall be entitled to cease all severance payments and benefits to Executive in the event of his or his material breach of this Section 4. Nothing in this Agreement or in the Confidentiality and Proprietary Rights Agreement shall be deemed to restrict Executive’s right to communicate directly with, cooperate with, provide information to, or report possible violations of federal law or regulation to, any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation, including, but not limited to, the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, or the U.S. Department of Justice.

Ownership of Proprietary Rights. Company acknowledges and agrees that Redi2 and its licensors shall retain all title, copyright, intellectual property, and other proprietary rights in and to the Programs. Company shall at no time acquire any rights, express or implied, in the Programs, other than those specifically set forth in this Agreement.