Common use of Assignment of Inventions Clause in Contracts

Assignment of Inventions. Any and all writings, inventions, improvements, processes, procedures and/or techniques now or hereafter acquired, made, conceived, discovered or developed by the Participant, either solely or jointly with any other person or persons, whether or not during working hours and whether or not at the request or upon the suggestion of the Company or its Subsidiaries or Affiliates, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company Group, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of the Company or its Subsidiaries or Affiliates, as applicable. The Participant shall make full disclosure to the Company or its Subsidiaries or Affiliates of all such writings, inventions, improvements, processes, procedures, techniques, or any other material of a proprietary nature, including, without limitation, any ideas, inventions, discoveries, improvements, developments, designs, methods, systems, computer programs, trade secrets or other intellectual property whether or not patentable or copyrightable and specifically including, but not limited to, copyright and mask works, formulae, compositions, products, processes, apparatus, and new uses of existing materials or machines (collectively, “Inventions”), made, conceived or first reduced to practice by the Participant solely or jointly with others while employed by the Company or its Subsidiaries or Affiliates and which relate to or result from the actual or anticipated business, work, research or investigation of the Company Group or which are suggested by or result from any task assigned to or performed by the Participant for the Company Group; and the Participant shall do everything necessary or desirable to vest the absolute title thereto in the Company or its Subsidiaries or Affiliates, as applicable. The Participant shall write and prepare all descriptions, specifications and procedures regarding the Inventions as may be required by the Company or its Subsidiaries or Affiliates to protect the Company’s or its Subsidiaries or Affiliates rights in and to the Inventions, and otherwise aid and assist the Company or its Subsidiaries or Affiliates so that the Company or its Subsidiaries or Affiliates can prepare and present applications for copyright or letters patent therefor and can secure such copyright or letters patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that the Company or its Subsidiaries or Affiliates shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. The Participant will, at the Company’s or its Subsidiaries or Affiliates request, execute any and all assignment, patent or copyright forms and the like, deemed reasonably necessary by the Company or its Subsidiaries or Affiliate. The Company’s or its Subsidiaries or Affiliates rights hereunder shall not be limited to this country but shall extend to any country in the world and shall attach to each Invention notwithstanding that it is perfected, improved, reduced to specific form or used after termination the Participant’s employment. The Participant agrees to lend such assistance as he or she may be able, at the Company’s or its Subsidiaries or Affiliates request in connection with any proceedings relating to such letters of patent, trade secrets, copyright or application thereof, as may be determined by the Company or its Subsidiaries or Affiliates to be reasonably necessary. The Company, in its sole discretion, may agree to pay the Participant a reasonable fee to defray any costs or time incurred by the Participant in providing such assistance. The Participant shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques.

Assignment of Inventions. Any and all writings(a) If at any time or times prior to, inventionsduring the term of this Agreement or during the two-year period following the termination of this Agreement (either alone or with others) makes, improvementsconceives, processescreates, procedures and/or techniques now discovers, invents or hereafter acquiredreduces to practice any invention, mademodification, conceiveddiscovery, discovered or developed by the Participantdesign, either solely or jointly with any other person or personsdevelopment, whether or not during working hours and whether or not at the request or upon the suggestion improvement, process, software program, work of the Company or its Subsidiaries or Affiliatesauthorship, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company Groupdocumentation, including developments or expansions of its present fields of operationsformula, shall be the sole and exclusive property of the Company or its Subsidiaries or Affiliatesdata, as applicable. The Participant shall make full disclosure to the Company or its Subsidiaries or Affiliates of all such writingstechnique, inventionsknow-how, improvements, processes, procedures, techniquestrade secret, or any other material of a proprietary nature, including, without limitation, any ideas, inventions, discoveries, improvements, developments, designs, methods, systems, computer programs, trade secrets or other intellectual property right whatsoever or any interest therein (whether or not patentable or copyrightable registrable under copyright, trademark or similar statutes or subject to analogous protection (each, an "Invention") that (i) relates to the Business of Company or any of its Affiliates or any customer of or supplier to Company or any of its Affiliates or any of the products or services being developed, manufactured or sold by Company or any of its Affiliates or which may be used in relation therewith; or (ii) results from tasks assigned to Consultant by Company or any of its Affiliates; or (iii) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by Company or any of its Affiliates, then all such Inventions and specifically the benefits thereof are and shall immediately become the sole and absolute property of Company and its assigns, as works made for hire or otherwise. Consultant hereby agrees that he shall promptly disclose to Company (or any persons designated by it) each such Invention. Consultant hereby assigns all rights (including, but not limited to, copyright rights to any inventions, patentable subject matter, copyrights and mask workstrademarks) he may have or may acquire in the Inventions and all benefits and/or rights resulting therefore to Company and its assigns without further compensation and shall communicate, formulae, compositions, products, processes, apparatuswithout cost or delay, and new uses without disclosing to others the same, all available information relating thereto (with all necessary plans and models) to Company. (b) Consultant hereby agrees to, during the term of existing materials or machines (collectively, “Inventions”), made, conceived or first reduced to practice by the Participant solely or jointly with others while employed by the Company or its Subsidiaries or Affiliates this Agreement and which relate to or result from the actual or anticipated business, work, research or investigation of the Company Group or which are suggested by or result from at any task assigned to or performed by the Participant for the Company Group; and the Participant shall do everything necessary or desirable to vest the absolute title thereto in the Company or its Subsidiaries or Affiliates, as applicable. The Participant shall write and prepare all descriptions, specifications and procedures regarding the Inventions as may be required by the Company or its Subsidiaries or Affiliates to protect the Company’s or its Subsidiaries or Affiliates rights in and to the Inventions, and otherwise aid and assist the Company or its Subsidiaries or Affiliates so that the Company or its Subsidiaries or Affiliates can prepare and present applications for copyright or letters patent therefor and can secure such copyright or letters patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that the Company or its Subsidiaries or Affiliates shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. The Participant willtime thereafter, at the request and cost of Company’s or , promptly sign, execute, make and do all such deeds, documents, acts and things as Company and its Subsidiaries or Affiliates requestduly authorized officers may reasonably require: (i) to apply for, execute any obtain, register and all assignment, patent or copyright forms and vest in the like, deemed reasonably necessary by name of Company alone (unless the Company otherwise directs) patents, copyrights, trademarks or its Subsidiaries or Affiliate. The Company’s or its Subsidiaries or Affiliates rights hereunder shall not be limited to this country but shall extend to other analogous protection in any country in throughout the world and shall attach to each Invention notwithstanding that it is perfected, improved, reduced to specific form or used after termination the Participant’s employment. The Participant agrees to lend such assistance as he or she may be able, at the Company’s or its Subsidiaries or Affiliates request in connection with any proceedings relating to an Invention and when so obtained or vested to renew and restore the same; and (ii) to defend any judicial, opposition or other proceedings in respect of such letters applications and any judicial, opposition or other proceedings, petitions or applications for revocation of any such patent, copyright, trademark or other analogous protection. (c) If Company is unable, after reasonable effort, to secure Consultant's signature on any application for patent, copyright, trademark or other analogous registration or other documents regarding any legal protection relating to an Invention, whether because of Consultant's physical or mental incapacity or by any other reason whatsoever, Consultant hereby irrevocably designates and appoints Company and its duly authorized officers and agents as his agent and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications or other documents and to do all other lawfully permitted acts to further the prosecution and issuance of patent, trade secrets, copyright or application thereof, trademark registrations or any other legal protection thereon with the same legal force and effect as may be determined if executed by the Company or its Subsidiaries or Affiliates to be reasonably necessary. The Company, in its sole discretion, may agree to pay the Participant a reasonable fee to defray any costs or time incurred by the Participant in providing such assistance. The Participant shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniquesConsultant.

Assignment of Inventions. Any and all writings, inventions, improvements, processes, procedures and/or techniques now or hereafter acquired, made, conceived, discovered or developed by the ParticipantEmployee, either solely or jointly with any other person or persons, whether or not during working hours and whether or not at the request or upon the suggestion of the Company or its Subsidiaries or Affiliates, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company Covanta Group, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of the Company or its Subsidiaries or Affiliates, as applicable. The Participant Employee shall make full disclosure to the Company or its Subsidiaries or Affiliates of all such writings, inventions, improvements, processes, procedures, techniques, or any other material of a proprietary nature, including, without limitation, any ideas, inventions, discoveries, improvements, developments, designs, methods, systems, computer programs, trade secrets or other intellectual property whether or not patentable or copyrightable and specifically including, but not limited to, copyright and mask works, formulae, compositions, products, processes, apparatus, and new uses of existing materials or machines (collectively, “Inventions”), made, conceived or first reduced to practice by the Participant Employee solely or jointly with others while employed by the Company or its Subsidiaries or Affiliates and which relate to or result from the actual or anticipated business, work, research or investigation of the Company Covanta Group or which are suggested by or result from any task assigned to or performed by the Participant Employee for the Company Covanta Group; and the Participant Employee shall do everything necessary or desirable to vest the absolute title thereto in the Company or its Subsidiaries or Affiliates, as applicable. The Participant Employee shall write and prepare all descriptions, specifications and procedures regarding the Inventions as may be required by the Company or its Subsidiaries or Affiliates to protect the Company’s or its Subsidiaries or Affiliates rights in and to the Inventions, and otherwise aid and assist the Company or its Subsidiaries or Affiliates so that the Company or its Subsidiaries or Affiliates can prepare and present applications for copyright or letters patent therefor and can secure such copyright or letters patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that the Company or its Subsidiaries or Affiliates shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. The Participant Employee will, at the Company’s or its Subsidiaries or Affiliates request, execute any and all assignment, patent or copyright forms and the like, deemed reasonably necessary by the Company or its Subsidiaries or Affiliate. The Company’s or its Subsidiaries or Affiliates rights hereunder shall not be limited to this country but shall extend to any country in the world and shall attach to each Invention notwithstanding that it is perfected, improved, reduced to specific form or used after termination the ParticipantEmployee’s employment. The Participant Employee agrees to lend such assistance as he or she may be able, at the Company’s or its Subsidiaries or Affiliates request in connection with any proceedings relating to such letters of patent, trade secrets, copyright or application thereof, as may be determined by the Company or its Subsidiaries or Affiliates to be reasonably necessary. The Company, in its sole discretion, may agree to pay the Participant Employee a reasonable fee to defray any costs or time incurred by the Participant Employee in providing such assistance. The Participant Employee shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques.

Assignment of Inventions. Any The Employee hereby acknowledges and agrees that the Company shall have a complete, absolute and exclusive right, title, and interest in and for any and all writings, inventions, improvements, processes, procedures and/or techniques now or hereafter acquired, made, conceived, discovered or developed by the Participant, either solely or jointly with any other person or persons, whether or not during working hours and whether or not at the request or upon the suggestion of the Company or its Subsidiaries or Affiliates, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company Group, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of the Company or its Subsidiaries or Affiliates, as applicable. The Participant shall make full disclosure to the Company or its Subsidiaries or Affiliates of all such writings, inventions, improvements, processes, procedures, techniques, or any other material of a proprietary nature, including, without limitation, any ideas, inventions, discoveries, improvementsideas, designs, copyrightable works, original works of authorship, developments, designsimprovements, concepts, technical methods, systems, computer programsknow-how, trade secrets secrets, and other productions or other items containing intellectual property properties of any nature, whether or not patentable or copyrightable and specifically including, but not limited to, copyright and mask works, formulae, compositions, products, processes, apparatusotherwise registrable under the laws of any countries, and new uses of existing materials whether or machines (collectively, “Inventions”), made, conceived or first not reduced to practice practice, made or conceived by the Participant Employee, whether solely by the Employee or jointly with others while employed by others, (a) during the Company or its Subsidiaries or Affiliates and which period of the Employee’s employment with the Company, (i) that relate in any manner to or result from the actual or demonstrably anticipated business, work, or research or investigation and development of the Company Group Company, its affiliates or which subsidiaries, or (ii) that are developed in whole or in part on the Company’s time or using the Company’s equipment, supplies, facilities or Confidential Information, or (iii) that result from or are suggested by or result from any task assigned to the Employee or any work performed by the Participant Employee for or on behalf of the Company, its affiliates or subsidiaries, or within the scope of the Employee’s duties and responsibilities with the Company, its affiliates or subsidiaries, and (b) within three (3) year after termination of the Employee’s employment with the Company Group; that are related to any of the Employee’s activities during the term of the Employee’s employment with the Company (collectively referred to as “Inventions”). In the event that the Employee has any right or title to or interest in any Inventions, the Employee hereby assigns such right, title or interest to the Company. In the event that the Employee cannot assign any right or title to or interest in any Inventions to the Company, he/her hereby grants the Company an exclusive, royalty-free, assignable, irrevocable and worldwide license (including the Participant shall do everything necessary right to sublicense through multilayered sublicensing) to exercise such right, title and interest that the Employee cannot assign to the Company. If the Employee can neither assign nor license to the Company any right, title or desirable interest he/she may have to vest or in any Inventions, the absolute title thereto in Employee hereby irrevocably waives his right to assert and agrees that he/she will never assert any claims against the Company or its Subsidiaries any Company’s successor with respect to such right, title or Affiliates, as applicableinterest that the Employee can neither assign nor license to the Company. The Participant shall write and prepare all descriptions, specifications and procedures regarding the Inventions as Employee hereby waives any moral rights to which he/she may be required by the Company or its Subsidiaries or Affiliates to protect the Company’s or its Subsidiaries or Affiliates rights in and have to the Inventions, and otherwise aid and assist the Company or its Subsidiaries or Affiliates so that the Company or its Subsidiaries or Affiliates can prepare and present applications for copyright or letters patent therefor and can secure such copyright or letters patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that the Company or its Subsidiaries or Affiliates shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. The Participant will, at the Company’s or its Subsidiaries or Affiliates request, execute any and all assignment, patent or copyright forms and the like, deemed reasonably necessary by the Company or its Subsidiaries or Affiliate. The Company’s or its Subsidiaries or Affiliates rights hereunder shall not be limited to this country but shall extend to any country in the world and shall attach to each Invention notwithstanding that it is perfected, improved, reduced to specific form or used after termination the Participant’s employment. The Participant agrees to lend such assistance as he or she may be able, at the Company’s or its Subsidiaries or Affiliates request in connection with any proceedings relating to such letters of patent, trade secrets, copyright or application thereof, as may be determined by the Company or its Subsidiaries or Affiliates to be reasonably necessary. The Company, in its sole discretion, may agree to pay the Participant a reasonable fee to defray any costs or time incurred by the Participant in providing such assistance. The Participant shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques.

Assignment of Inventions. Any Executive shall promptly make full written disclosure to Company, will hold in trust for the sole right and benefit of Company, and hereby assigns, transfers, conveys, grants and sets over to Company, or its designee, all Executive’s worldwide right, title, and interest in and to any and all writings, inventions, improvements, processes, procedures and/or techniques now or hereafter acquired, made, conceived, discovered or developed by the Participant, either solely or jointly with any other person or persons, whether or not during working hours and whether or not at the request or upon the suggestion original works of the Company or its Subsidiaries or Affiliates, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company Group, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of the Company or its Subsidiaries or Affiliates, as applicable. The Participant shall make full disclosure to the Company or its Subsidiaries or Affiliates of all such writings, inventions, improvements, processes, procedures, techniques, or any other material of a proprietary nature, including, without limitation, any ideas, inventions, discoveries, improvementsauthorship, developments, designsconcepts, methodsimprovements or trade secrets, systems, computer programs, trade secrets or other intellectual property whether or not patentable or copyrightable and specifically including, but not limited to, copyright all writings, documents, discoveries, computer programs or instructions (whether in source code, object code, or any other form), plans, memoranda, tests and mask workstest results, formulaeresearch, compositionsdesigns, productsgraphical elements, processesgraphic layouts and designs, apparatuswebsite designs, computer graphics, computer animations, artwork models, advertisements, marketing materials, specifications, data, diagrams, sales and marketing techniques, customer training materials and techniques, flow charts, and/or other techniques (whether reduced to written form or otherwise) that Executive may solely or jointly create, make, record, discover, conceive, develop or reduce to practice, or cause to be created, made, recorded, discovered, conceived, developed or reduced to practice, whether during working hours at Company’s facility or at any other time or location, whether upon the request or suggestion of Company or otherwise, and new uses whether or not patentable or registrable under copyright or similar laws, from the date Executive’s employment with Company commenced until Executive’s cessation of employment with Company, which relate in any way to Company’s existing materials or machines proposed business, products or research and development, including, but not limited to, the work that Executive performs for Company (collectively, collectively referred to as “Inventions”). The Inventions shall include any and all intellectual property rights inherent in the Inventions and appurtenant thereto including, madewithout limitation, conceived or first reduced all patent rights, copyrights, trademarks, know-how and trade secrets (collectively referred to practice as “Intellectual Property Rights”). Executive further acknowledges that all original works of authorship which are made by the Participant Executive (solely or jointly with others while employed by others) from the date Executive’s employment with Company commenced until Executive’s cessation of employment with Company that relates in any manner to the current or its Subsidiaries or Affiliates future business of Company and which relate to or result from the actual or anticipated business, work, research or investigation of the Company Group or which are suggested protectable by or result from any task assigned to or performed by the Participant copyright are “works made for the Company Group; and the Participant shall do everything necessary or desirable to vest the absolute title thereto hire,” as that term is defined in the Company or its Subsidiaries or Affiliates, as applicable. The Participant shall write and prepare all descriptions, specifications and procedures regarding the Inventions as may be required by the Company or its Subsidiaries or Affiliates to protect the Company’s or its Subsidiaries or Affiliates rights in and to the Inventions, and otherwise aid and assist the Company or its Subsidiaries or Affiliates so that the Company or its Subsidiaries or Affiliates can prepare and present applications for copyright or letters patent therefor and can secure such copyright or letters patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that the Company or its Subsidiaries or Affiliates shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. The Participant will, at the Company’s or its Subsidiaries or Affiliates request, execute any and all assignment, patent or copyright forms and the like, deemed reasonably necessary by the Company or its Subsidiaries or Affiliate. The Company’s or its Subsidiaries or Affiliates rights hereunder shall not be limited to this country but shall extend to any country in the world and shall attach to each Invention notwithstanding that it is perfected, improved, reduced to specific form or used after termination the Participant’s employment. The Participant agrees to lend such assistance as he or she may be able, at the Company’s or its Subsidiaries or Affiliates request in connection with any proceedings relating to such letters of patent, trade secrets, copyright or application thereof, as may be determined by the Company or its Subsidiaries or Affiliates to be reasonably necessary. The Company, in its sole discretion, may agree to pay the Participant a reasonable fee to defray any costs or time incurred by the Participant in providing such assistance. The Participant shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniquesUnited States Copyright Act.

Assignment of Inventions. Any and (a) Exhibit A hereto lists all writingsinventions, inventionsoriginal works of authorship, developments, improvements, processes, procedures and/or techniques now or hereafter acquired, made, conceived, discovered or developed and trade secrets which were made by the Participant, either solely or jointly Executive prior to his employment with any other person or persons, whether or not during working hours and whether or not at the request or upon the suggestion of the Company or its Subsidiaries or Affiliates(collectively referred to as "Prior Inventions"), which belong to the Executive, which relate to the Company's Business, products or research and development, and which are useful not assigned to the Company hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. (b) If in the course of his employment with the Company, the Executive incorporates into a product, process or machine of the Company and/or any other member of the Group a Prior Invention owned by him or in which he have an interest, the Company and/or any member of the Group is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Invention as part of or in connection with any business now such product, process or hereafter carried on or contemplated by the Company Group, including developments or expansions of its present fields of operations, machine. (c) The Executive shall be the sole and exclusive property of the Company or its Subsidiaries or Affiliates, as applicable. The Participant shall promptly make full written disclosure to the Company Company, will hold in trust for the sole right and benefit of the Company, and hereby assign, free or charge, to the Company, or its Subsidiaries or Affiliates designee, all the right, title, and interest he may have in and to any and all inventions, original works of all such writingsauthorship, inventionsdevelopments, concepts, improvements, processes, procedures, techniques, or any other material of a proprietary nature, including, without limitation, any ideas, inventionsdesigns, discoveries, improvementsideas, developmentstrademarks or trade secrets, designsprocesses, methodscopyright works, systemsknow-how, computer programsConfidential Information, trade secrets any other work's information or other matter which gives rise or may give rise to any intellectual property of whatsoever nature, whether or not patentable or copyrightable registrable under any law of any country, which he may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during his employment with the Company (collectively referred to as "Inventions"), except as provided in Section 12(j) below. (d) The Executive acknowledges that the Company, or its designee, has the absolute title, right or interest in and specifically includingto any and all original inventions or works of authorship which are made by him, but not limited toas an employee, (solely or jointly with others) within the scope of and during the period of the employment with the Company and which inventions and works are the "service invention-creation" and "works made for hire" as defined under applicable law. If any one or more of the aforementioned Inventions can be protected by copyright and mask worksare not considered to be "service invention-creation" or "works made for hire" as defined under applicable law, formulaesuch items shall be deemed to be assigned and transferred completely and exclusively to the Company, compositionsor its designee, products, processes, apparatus, and new uses by virtue of existing materials or machines (collectively, “Inventions”), made, conceived or first reduced to practice the execution of this Agreement by the Participant Executive. (e) The Executive acknowledges that the decision whether or not to commercialize or market any invention developed by him solely or jointly with others while employed by is within the Company or its Subsidiaries or Affiliates Company' sole discretion and which relate to or result from for the actual or anticipated business, work, research or investigation sole benefit of the Company Group and/or any other member of the Group, and that no royalty will be due to the Executive as a result of the Company's efforts (or the efforts of any member of the Group) to commercialize or market any such Invention. (f) The Executive shall keep and maintain adequate and current written records of all Inventions made by him (solely or jointly with others) during the term of his employment with the Company. The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Company. The records will be available to and remain the sole property of the Company at all times. (g) The Executive shall assist the Company, or its designee, at the Company's expense, in every proper way to secure the Company's (or its designee's) rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which are suggested the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto, and to do all other things reasonably requested by the Company, or result from its designee, (both during and after the term of this Agreement) in order to vest more fully in the Company, or its designee, all ownership rights in the Inventions. (h) If the Company is unable because of the Executive's mental or physical incapacity or for any task other reason to secure his signature to apply for or to pursue any application for any United States, PRC or foreign patents or copyright registrations covering Inventions or original works of authorship assigned to the Company as set forth above, the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent and attorney in fact, to act for and in his behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or performed copyright registrations thereon with the same legal force and effect as if executed by the Participant Executive. (i) With respect to Inventions that are not considered as "service invention-creation" or "works made for hire" under applicable law, to the Company Group; and the Participant shall do everything necessary extent that any application, registration or desirable to vest the absolute title thereto in the Company or its Subsidiaries or Affiliates, as applicable. The Participant shall write and prepare all descriptions, specifications and procedures regarding the Inventions as other governmental processes may be required by the Company or its Subsidiaries or Affiliates in order to protect the Company’s 's, or its Subsidiaries designee's ownership of any Inventions, the Executive hereby grants the Company, or Affiliates its designee, an irrevocable power of attorney to execute all documents and do all acts in his name as the Company, or its designee, may deem necessary or advisable to effect such processes and agrees to diligently and faithfully assist the Company, or its designee, in effecting such processes. (j) Any assignment of any Inventions under this Agreement includes all rights in of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights" (collectively "Moral Rights"). To the extent such Moral Rights cannot be assigned under applicable law and to the Inventionsextent the following is allowed by the laws in the various countries where such Moral Rights exist, the Executive hereby waives such Moral Rights and otherwise aid consent to any action of the Company, or its designee, that would violate such Moral Rights in the absence of such consent. The Executive hereby covenants to confirm any such waivers and assist consents from time to time as requested by the Company, or its designee. (k) In respect of any inventions which are not Inventions but which relate to the business of the Company or Group, the Company or any member of the Group shall have a pre-emptive right to acquire for itself or its Subsidiaries nominee all or Affiliates so any part (at the Company's option) of the Executive's rights therein within three (3) months of their disclosure by the Executive to the Company under Section 12(c) above on such terms as shall be agreed by the Company and Executive. In the event that the Company or its Subsidiaries or Affiliates can prepare any member of the Group decides not to acquire such inventions, the Executive hereby grants to the Company, a perpetual, worldwide, irrevocable, royalty-free, fully paid-up, exclusive license to use for any and present applications for copyright or letters patent therefor all purposes and can secure in any manner any such copyright or letters patent wherever possible, as well as reissues, renewals, other inventions that are within the scope of the actual and extensions thereof, and can obtain the record title to such copyright or patents so that anticipated business of the Company or its Subsidiaries or Affiliates shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. The Participant will, at the Company’s or its Subsidiaries or Affiliates request, execute any and all assignment, patent or copyright forms and the like, deemed reasonably necessary by the Company or its Subsidiaries or Affiliate. The Company’s or its Subsidiaries or Affiliates rights hereunder shall not be limited to this country but shall extend to any country in the world and shall attach to each Invention notwithstanding that it is perfected, improved, reduced to specific form or used after termination the Participant’s employment. The Participant agrees to lend such assistance as he or she may be able, at the Company’s or its Subsidiaries or Affiliates request in connection with any proceedings relating to such letters of patent, trade secrets, copyright or application thereof, as may be determined by the Company or its Subsidiaries or Affiliates to be reasonably necessary. The Company, in its sole discretion, may agree to pay the Participant a reasonable fee to defray any costs or time incurred by the Participant in providing such assistance. The Participant shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniquesGroup.

Assignment of Inventions. Any and all writings(a) If at any time or times prior to, inventionsduring the term of this Agreement or during the two-year period following the termination of this Agreement (either alone or with others) makes, improvementsconceives, processescreates, procedures and/or techniques now discovers, invents or hereafter acquiredreduces to practice any invention, mademodification, conceiveddiscovery, discovered or developed by the Participantdesign, either solely or jointly with any other person or personsdevelopment, whether or not during working hours and whether or not at the request or upon the suggestion improvement, process, software program, work of the Company or its Subsidiaries or Affiliatesauthorship, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company Groupdocumentation, including developments or expansions of its present fields of operationsformula, shall be the sole and exclusive property of the Company or its Subsidiaries or Affiliatesdata, as applicable. The Participant shall make full disclosure to the Company or its Subsidiaries or Affiliates of all such writingstechnique, inventionsknow-how, improvements, processes, procedures, techniquestrade secret, or any other material of a proprietary nature, including, without limitation, any ideas, inventions, discoveries, improvements, developments, designs, methods, systems, computer programs, trade secrets or other intellectual property right whatsoever or any interest therein (whether or not patentable or copyrightable registrable under copyright, trademark or similar statutes or subject to analogous protection (each, an "Invention") that (i) relates to the Business of Company or any of its Affiliates or any customer of or supplier to Company or any of its Affiliates or any of the products or services being developed, manufactured or sold by Company or any of its Affiliates or which may be used in relation therewith; or (ii) results from tasks assigned to Consultant by Company or any of its Affiliates; or (iii) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by Company or any of its Affiliates, then all such Inventions and specifically the benefits thereof are and shall immediately become the sole and absolute property of Company and its assigns, as works made for hire or otherwise. Consultant hereby agrees that he shall promptly disclose to Company (or any persons designated by it) each such Invention. Consultant hereby assigns all rights (including, but not limited to, copyright rights to any inventions, patentable subject matter, copyrights and mask workstrademarks) he may have or may acquire in the Inventions and all benefits and/or rights resulting therefore to Company and its assigns without further compensation and shall communicate, formulae, compositions, products, processes, apparatuswithout cost or delay, and new uses without disclosing to others the same, all available information relating thereto (with all necessary plans and models) to Company. (b) Consultant hereby agrees to, during the term of existing materials or machines (collectively, “Inventions”), made, conceived or first reduced to practice by the Participant solely or jointly with others while employed by the Company or its Subsidiaries or Affiliates this Agreement and which relate to or result from the actual or anticipated business, work, research or investigation of the Company Group or which are suggested by or result from at any task assigned to or performed by the Participant for the Company Group; and the Participant shall do everything necessary or desirable to vest the absolute title thereto in the Company or its Subsidiaries or Affiliates, as applicable. The Participant shall write and prepare all descriptions, specifications and procedures regarding the Inventions as may be required by the Company or its Subsidiaries or Affiliates to protect the Company’s or its Subsidiaries or Affiliates rights in and to the Inventions, and otherwise aid and assist the Company or its Subsidiaries or Affiliates so that the Company or its Subsidiaries or Affiliates can prepare and present applications for copyright or letters patent therefor and can secure such copyright or letters patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that the Company or its Subsidiaries or Affiliates shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. The Participant willtime thereafter, at the request and cost of Company’s or , promptly sign, execute, make and do all such deeds, documents, acts and things as Company and its Subsidiaries or Affiliates requestduly authorized officers may reasonably require: (i) to apply for, execute any obtain, register and all assignment, patent or copyright forms and vest in the like, deemed reasonably necessary by name of Company alone (unless the Company otherwise directs) patents, copyrights, trademarks or its Subsidiaries or Affiliate. The Company’s or its Subsidiaries or Affiliates rights hereunder shall not be limited to this country but shall extend to other analogous protection in any country in throughout the world and shall attach to each Invention notwithstanding that it is perfected, improved, reduced to specific form or used after termination the Participant’s employment. The Participant agrees to lend such assistance as he or she may be able, at the Company’s or its Subsidiaries or Affiliates request in connection with any proceedings relating to an Invention and when so obtained or vested to renew and restore the same; and (ii) to defend any judicial, opposition or other proceedings in respect of such letters applications and any judicial, opposition or other proceedings, petitions or applications for revocation of any such patent, copyright, trademark or other analogous protection. (c) If Company is unable, after reasonable effort, to secure Consultant's signature on any application for patent, copyright, trademark or other analogous registration or other documents regarding any legal protection relating to an Invention, whether because of Consultant's physical or mental incapacity or by any other reason whatsoever, Consultant hereby irrevocably designates and appoints Company and its duly authorized officers and agents as her agent and attorney-in-fact, to act for and in her behalf and stead to execute and file any such application or applications or other documents and to do all other lawfully permitted acts to further the prosecution and issuance of patent, trade secrets, copyright or application thereof, trademark registrations or any other legal protection thereon with the same legal force and effect as may be determined if executed by the Company or its Subsidiaries or Affiliates to be reasonably necessary. The Company, in its sole discretion, may agree to pay the Participant a reasonable fee to defray any costs or time incurred by the Participant in providing such assistance. The Participant shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniquesConsultant.

Assignment of Inventions. Any Employee, and Employee on behalf of Employee’s heirs and assigns, irrevocably assigns all writingsof Employee’s rights, inventionstitles and interest, improvements, processes, procedures and/or techniques now or hereafter acquired, made, conceived, discovered or developed by the Participant, either solely or jointly with any other person or persons, whether or not during working hours and whether or not at the request or upon the suggestion of the Company or its Subsidiaries or Affiliates, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company Group, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of the Company or its Subsidiaries or Affiliates, as applicable. The Participant shall make full disclosure to the Company or its Subsidiaries or Affiliates of all such writings, inventions, improvements, processes, procedures, techniques, or any other material of a proprietary nature, including, without limitation, any ideas, inventions, discoveries, improvements, developments, designs, methods, systems, computer programs, trade secrets or other intellectual property whether or not patentable or copyrightable and specifically including, but not limited to, all patent, copyright and mask workstrade secret rights, formulaein and to all inventions, compositionsideas, designs, plans, disclosures and improvements (whether patented or unpatented) or any other works of authorship which are or may be developed, made or conceived by Employee, either alone or jointly with others, in whole or in part, during the Employment Period, and which are not generally known to the public or recognized as standard practice, and which (a) relate to methods, services, apparatus, designs, products, processesprocesses or devices manufactured, apparatusproduced, designed, purchased, marketed, distributed, sold, provided or under construction or development by the Company, its predecessors or any subsidiary or affiliate of the Company, or (b) arise (wholly or partly) from Employee’s efforts in providing services as an employee to the Company (an “Invention”). Employee will communicate promptly and disclose to the Company, in such form as the Company requests, all information, details and data pertaining to any such Inventions, and new uses to execute and deliver to the Company such form of existing materials transfers and assignments and such other papers and documents as the Company may reasonably request, in writing, to permit the Company or machines (collectively, “Inventions”), made, conceived any person or first reduced to practice by the Participant solely or jointly with others while employed entity designated by the Company to file and prosecute the patent applications. The Company shall pay all costs incidental to the execution and delivery of such transfers, assignments and other documents. Employee further acknowledges and agrees that any Invention or its Subsidiaries or Affiliates and which relate patent application made by Employee within one year following the end of the Employment Period is presumed to or result from be the actual or anticipated business, work, research or investigation property of the Company Group or which are suggested by or result from any task assigned to or performed by within the Participant for the Company Group; and the Participant shall do everything necessary or desirable to vest the absolute title thereto in the Company or its Subsidiaries or Affiliatesprovisions of this Section 5.5, as applicable. The Participant shall write and prepare all descriptions, specifications and procedures regarding the Inventions as may be required by the Company or its Subsidiaries or Affiliates to protect the Company’s or its Subsidiaries or Affiliates rights in and to the Inventions, and otherwise aid and assist the Company or its Subsidiaries or Affiliates so unless Employee can show that the Company or its Subsidiaries or Affiliates can prepare and present applications for copyright or letters patent therefor and can secure such copyright or letters patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that the Company or its Subsidiaries or Affiliates shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. The Participant will, at the Company’s or its Subsidiaries or Affiliates request, execute any and all assignment, patent or copyright forms and the like, deemed reasonably necessary by the Company or its Subsidiaries or Affiliate. The Company’s or its Subsidiaries or Affiliates rights hereunder shall not be limited to this country but shall extend to any country in the world and shall attach to each Invention notwithstanding that it is perfected, improved, reduced to specific form or used after termination the Participant’s employment. The Participant agrees to lend such assistance as he or she may be able, at the Company’s or its Subsidiaries or Affiliates request in connection with any proceedings relating to such letters made no use of patent, trade secrets, copyright or application thereof, as may be determined by the Company or its Subsidiaries or Affiliates to be reasonably necessary. The Company, in its sole discretion, may agree to pay the Participant a reasonable fee to defray any costs or time incurred by the Participant in providing such assistance. The Participant shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniquesProprietary Information.

Assignment of Inventions. Any and all writings, inventions, improvements, processes, procedures and/or techniques now or hereafter acquired, made, conceived, discovered or developed by the ParticipantEmployee, either solely or jointly with any other person or persons, whether or not during working hours and whether or not at the request or upon the suggestion of the Company or its Subsidiaries or Affiliates, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company Covanta Group, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of the Company or its Subsidiaries or Affiliates, as applicable. The Participant Employee shall make full disclosure to the Company or its Subsidiaries or Affiliates of all such writings, inventions, improvements, processes, procedures, techniques, or any other material of a proprietary nature, including, without limitation, any ideas, inventions, discoveries, improvements, developments, designs, methods, systems, computer programs, trade secrets or other intellectual property whether or not patentable or copyrightable and specifically including, but not limited to, copyright and mask works, formulae, compositions, products, processes, apparatus, and new uses of existing materials or machines (collectively, “Inventions”), made, conceived or first reduced to practice by the Participant Employee solely or jointly with others while employed by the Company or its Subsidiaries or Affiliates and which relate to or result from the actual or anticipated business, work, research or investigation of the Company Covanta Group or which are suggested by or result from any task assigned to or performed by the Participant Employee for the Company Covanta Group; and the Participant Employee shall do everything necessary or desirable to vest the absolute title thereto in the Company or its Subsidiaries or Affiliates, as applicable. The Participant Employee shall write and prepare all descriptions, specifications and procedures regarding the Inventions as may be required by the Company or its Subsidiaries or Affiliates to protect the Company’s or its Subsidiaries Subsidiaries’ or Affiliates Affiliates’ rights in and to the Inventions, and otherwise aid and assist the Company or its Subsidiaries or Affiliates so that the Company or its Subsidiaries or Affiliates can prepare and present applications for copyright or letters patent therefor and can secure such copyright or letters patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that the Company or its Subsidiaries or Affiliates shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. The Participant Employee will, at the Company’s or its Subsidiaries or Affiliates request, execute any and all assignment, patent or copyright forms and the like, deemed reasonably necessary by the Company or its Subsidiaries or AffiliateAffiliates. The Company’s or its Subsidiaries Subsidiaries’ or Affiliates Affiliates’ rights hereunder shall not be limited to this country but shall extend to any country in the world and shall attach to each Invention notwithstanding that it is perfected, improved, reduced to specific form or used after termination the ParticipantEmployee’s employment. The Participant Employee agrees to lend such assistance as he or she may be able, at the Company’s or its Subsidiaries Subsidiaries’ or Affiliates Affiliates’ request in connection with any proceedings relating to such letters of patent, trade secrets, copyright or application thereof, as may be determined by the Company or its Subsidiaries or Affiliates to be reasonably necessary. The Company, in its sole discretion, may agree to pay the Participant Employee a reasonable fee to defray any costs or time incurred by the Participant Employee in providing such assistance. The Participant Employee shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques.

Assignment of Inventions. Any and (a) Exhibit A hereto lists all writingsinventions, inventionsoriginal works of authorship, developments, improvements, processes, procedures and/or techniques now or hereafter acquired, made, conceived, discovered or developed and trade secrets which were made by the Participant, either solely or jointly Executive prior to his employment with any other person or persons, whether or not during working hours and whether or not at the request or upon the suggestion of the Company or its Subsidiaries or Affiliates(collectively referred to as “Prior Inventions”), which belong to the Executive, which relate to the Company’s Business, products or research and development, and which are useful not assigned to the Company hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions. (b) If in the course of his employment with the Company, the Executive incorporates into a product, process or machine of the Company and/or any other member of the Group a Prior Invention owned by him or in which he have an interest, the Company and/or any member of the Group is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Invention as part of or in connection with any business now such product, process or hereafter carried on or contemplated by the Company Group, including developments or expansions of its present fields of operations, machine. (c) The Executive shall be the sole and exclusive property of the Company or its Subsidiaries or Affiliates, as applicable. The Participant shall promptly make full written disclosure to the Company Company, will hold in trust for the sole right and benefit of the Company, and hereby assign, free or charge, to the Company, or its Subsidiaries or Affiliates designee, all the right, title, and interest he may have in and to any and all inventions, original works of all such writingsauthorship, inventionsdevelopments, concepts, improvements, processes, procedures, techniques, or any other material of a proprietary nature, including, without limitation, any ideas, inventionsdesigns, discoveries, improvementsideas, developmentstrademarks or trade secrets, designsprocesses, methodscopyright works, systemsknow-how, computer programsConfidential Information, trade secrets any other work’s information or other matter which gives rise or may give rise to any intellectual property of whatsoever nature, whether or not patentable or copyrightable and specifically includingregistrable under any law of any country, but not limited towhich he may solely or jointly conceive or develop or reduce to practice, copyright and mask worksor cause to be conceived or developed or reduced to practice, formulae, compositions, products, processes, apparatus, and new uses of existing materials or machines during his employment with the Company (collectively, collectively referred to as “Inventions”), madeexcept as provided in Section 12(j) below. (d) The Executive acknowledges that the Company, conceived or first reduced its designee, has the absolute title, right or interest in and to practice any and all original inventions or works of authorship which are made by him, as an employee, (solely or jointly with others) within the scope of and during the period of the employment with the Company and which inventions and works are the “service invention-creation” and “works made for hire” as defined under applicable law. If any one or more of the aforementioned Inventions can be protected by copyright and are not considered to be “service invention-creation” or “works made for hire” as defined under applicable law, such items shall be deemed to be assigned and transferred completely and exclusively to the Company, or its designee, by virtue of the execution of this Agreement by the Participant Executive. (e) The Executive acknowledges that the decision whether or not to commercialize or market any invention developed by him solely or jointly with others while employed by is within the Company or its Subsidiaries or Affiliates Company’ sole discretion and which relate to or result from for the actual or anticipated business, work, research or investigation sole benefit of the Company Group or which are suggested by or and/or any other member of the Group, and that no royalty will be due to the Executive as a result from any task assigned to or performed by the Participant for the Company Group; and the Participant shall do everything necessary or desirable to vest the absolute title thereto in the Company or its Subsidiaries or Affiliates, as applicable. The Participant shall write and prepare all descriptions, specifications and procedures regarding the Inventions as may be required by the Company or its Subsidiaries or Affiliates to protect of the Company’s efforts (or the efforts of any member of the Group) to commercialize or market any such Invention. (f) The Executive shall keep and maintain adequate and current written records of all Inventions made by him (solely or jointly with others) during the term of his employment with the Company. The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Company. The records will be available to and remain the sole property of the Company at all times. (g) The Executive shall assist the Company, or its Subsidiaries or Affiliates rights in and to the Inventions, and otherwise aid and assist the Company or its Subsidiaries or Affiliates so that the Company or its Subsidiaries or Affiliates can prepare and present applications for copyright or letters patent therefor and can secure such copyright or letters patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that the Company or its Subsidiaries or Affiliates shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. The Participant willdesignee, at the Company’s expense, in every proper way to secure the Company’s (or its Subsidiaries designee’s) rights in the Inventions and any copyrights, patents, mask work rights or Affiliates request, execute other intellectual property rights relating thereto in any and all assignmentcountries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto, and to do all other things reasonably requested by the Company, or its designee, (both during and after the term of this Agreement) in order to vest more fully in the Company, or its designee, all ownership rights in the Inventions. (h) If the Company is unable because of the Executive’s mental or physical incapacity or for any other reason to secure his signature to apply for or to pursue any application for any United States, PRC or foreign patents or copyright registrations covering Inventions or original works of authorship assigned to the Company as set forth above, the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent and attorney in fact, to act for and in his behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright forms registrations thereon with the same legal force and effect as if executed by the likeExecutive. (i) With respect to Inventions that are not considered as “service invention-creation” or “works made for hire” under applicable law, deemed reasonably to the extent that any application, registration or other governmental processes may be required in order to protect the Company’s, or its designee’s ownership of any Inventions, the Executive hereby grants the Company, or its designee, an irrevocable power of attorney to execute all documents and do all acts in his name as the Company, or its designee, may deem necessary or advisable to effect such processes and agrees to diligently and faithfully assist the Company, or its designee, in effecting such processes. (j) Any assignment of any Inventions under this Agreement includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights” (collectively “Moral Rights”). To the extent such Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where such Moral Rights exist, the Executive hereby waives such Moral Rights and consent to any action of the Company, or its designee, that would violate such Moral Rights in the absence of such consent. The Executive hereby covenants to confirm any such waivers and consents from time to time as requested by the Company, or its designee. (k) In respect of any inventions which are not Inventions but which relate to the business of the Company or its Subsidiaries Group, the Company or Affiliate. The Company’s any member of the Group shall have a pre-emptive right to acquire for itself or its Subsidiaries nominee all or Affiliates rights hereunder shall not be limited to this country but shall extend to any country in the world and shall attach to each Invention notwithstanding that it is perfected, improved, reduced to specific form or used after termination the Participant’s employment. The Participant agrees to lend such assistance as he or she may be able, part (at the Company’s or its Subsidiaries or Affiliates request in connection with any proceedings relating option) of the Executive’s rights therein within three (3) months of their disclosure by the Executive to the Company under Section 12(c) above on such letters of patent, trade secrets, copyright or application thereof, terms as may shall be determined agreed by the Company and Executive. In the event that the Company or its Subsidiaries or Affiliates any member of the Group decides not to be reasonably necessary. The acquire such inventions, the Executive hereby grants to the Company, in its sole discretiona perpetual, may agree worldwide, irrevocable, royalty-free, fully paid-up, exclusive license to pay the Participant a reasonable fee to defray any costs or time incurred by the Participant in providing such assistance. The Participant shall not be entitled to any additional or special compensation or reimbursement regarding use for any and all purposes and in any manner any such writings, inventions, improvements, processes, procedures other inventions that are within the scope of the actual and techniquesanticipated business of the Company or the Group.

Assignment of Inventions. Any The Employee expressly understands and agrees that any and all writingsright or interest he or she has obtained or will obtain in any designs, trade secrets, technical specifications and technical date, know-how and show-how, customer and vendor lists, marketing plans, pricing policies, inventions, improvementsconcepts, processesideas, procedures and/or techniques now expressions, discoveries, improvements and patent or hereafter acquired, madepatent rights which are authored, conceived, discovered devised, developed, reduced to practice, or otherwise obtained by him or her during the term of his or her employment with the Company which relate to or arise out of his or her employment with the Company, or which previously have been authored, conceived, devised, developed, reduced to practice, or otherwise obtained by him or her during the term of his or her employment with the Company, are expressly regarded as "works for hire" (the "Inventions"). The Employee hereby assigns to the Company the sole and exclusive right to such Inventions. The Employee agrees that he or she will promptly disclose to the Company any and all such Inventions, and that, upon request of the Company, the Employee will execute and deliver any and all documents or instruments and take any other action which the Company shall deem necessary to assign to and vest completely in the Company, to perfect trademark, copyright and patent protection with respect to, or to otherwise protect the Company's trade secrets and proprietary interest in such Inventions. The obligations of this Section shall continue beyond the termination of the Employee's employment with respect to such Inventions conceived of, reduced to practice, or developed by the ParticipantEmployee during the term of this Employee's employment. The Company agrees to pay any and all copyright, either solely trademark and patent fees and expenses or jointly with other costs incurred by the Employee for any other person assistance rendered to the Company pursuant to this Section. The Employee's obligation to assign Inventions shall not apply to any invention which: (i) was developed entirely on the Employee's own time and effort; (ii) used no equipment, supplies, facility, trade secrets or persons, whether or confidential information of the Company in its development; (iii) does not during working hours and whether or not at relate to the request or upon the suggestion business of the Company or its Subsidiaries or Affiliates, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company Group, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of the Company or its Subsidiaries or Affiliates, as applicable. The Participant shall make full disclosure to the Company or its Subsidiaries or Affiliates of all such writings, inventions, improvements, processes, procedures, techniques, or any other material of a proprietary nature, including, without limitation, any ideas, inventions, discoveries, improvements, developments, designs, methods, systems, computer programs, trade secrets or other intellectual property whether or not patentable or copyrightable and specifically including, but not limited to, copyright and mask works, formulae, compositions, products, processes, apparatus, and new uses of existing materials or machines (collectively, “Inventions”), made, conceived or first reduced to practice by the Participant solely or jointly with others while employed by the Company or its Subsidiaries or Affiliates and which relate to or result from the Company's actual or anticipated business, work, research or investigation of the Company Group or which are suggested by or and development activities; and (iv) does not result from any task assigned to or work performed by the Participant Employee for the Company Group; and the Participant shall do everything necessary or desirable to vest the absolute title thereto in the Company or its Subsidiaries or Affiliates, as applicable. The Participant shall write and prepare all descriptions, specifications and procedures regarding the Inventions as may be required by the Company or its Subsidiaries or Affiliates to protect the Company’s or its Subsidiaries or Affiliates rights in and to the Inventions, and otherwise aid and assist the Company or its Subsidiaries or Affiliates so that the Company or its Subsidiaries or Affiliates can prepare and present applications for copyright or letters patent therefor and can secure such copyright or letters patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that the Company or its Subsidiaries or Affiliates shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. The Participant will, at the Company’s or its Subsidiaries or Affiliates request, execute any and all assignment, patent or copyright forms and the like, deemed reasonably necessary by the Company or its Subsidiaries or Affiliate. The Company’s or its Subsidiaries or Affiliates rights hereunder shall not be limited to this country but shall extend to any country in the world and shall attach to each Invention notwithstanding that it is perfected, improved, reduced to specific form or used after termination the Participant’s employment. The Participant agrees to lend such assistance as he or she may be able, at the Company’s or its Subsidiaries or Affiliates request in connection with any proceedings relating to such letters of patent, trade secrets, copyright or application thereof, as may be determined by the Company or its Subsidiaries or Affiliates to be reasonably necessary. The Company, in its sole discretion, may agree to pay the Participant a reasonable fee to defray any costs or time incurred by the Participant in providing such assistance. The Participant shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques.

Assignment of Inventions. Any Consultant hereby agrees and all writings, inventions, improvements, processes, procedures and/or techniques now or hereafter acquired, made, conceived, discovered or developed by the Participant, either solely or jointly with any other person or persons, whether or not during working hours acknowledged that Company is and whether or not at the request or upon the suggestion of the Company or its Subsidiaries or Affiliates, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company Group, including developments or expansions of its present fields of operations, shall be remain the sole and exclusive property of the Company or its Subsidiaries or Affiliatesowner, as applicable. The Participant shall make full disclosure and/or to the Company or its Subsidiaries or Affiliates of extent necessary hereby assigns and transfers to Company, to the fullest extent under applicable law, Consultant’s entire right, title and interest in and to all such writingsinventions, inventionsideas, improvements, processes, procedures, techniques, or any other material of a proprietary nature, including, without limitation, any ideas, inventions, discoveries, improvementsdesigns, developments, designsworks, know-how, original works of authorship, formulae, concepts, techniques, methods, systems, processes, compositions of matter, algorithms, computer programs, trade secrets or other intellectual property whether or not patentable or copyrightable and specifically software programs (including, but not limited to, copyright and mask worksany code, formulaemodules, compositions, products, processes, apparatustools, and new uses libraries), databases, trade secrets and discoveries and any other intellectual creations of existing materials or machines any nature whatsoever (collectively, the “Inventions”), made, conceived whether or first not patentable and whether or not reduced to practice practice, made or conceived by the Participant Consultant, whether solely by Consultant or jointly with others while employed by others, during the period of Consultant’s Engagement with Company or its Subsidiaries or Affiliates and which that either (i) relate in any manner to or result from the actual or demonstrably anticipated business, work, Confidential Information or research and development of Company, its affiliates or investigation of the Company Group subsidiaries; or which (ii) are developed in whole or in part on Company’s time or using Company’s equipment, supplies, facilities or Confidential Information; or (iii) result from or are suggested by or result from any task assigned to Consultant or any work or service performed by Consultant for or on behalf of Company, its affiliates or subsidiaries, or by the Participant for scope of Consultant’s Engagement or any other duties and responsibilities with Company, its affiliates or subsidiaries (the “Company Inventions”). Without derogating from the aforementioned Consultant further acknowledges that all original works of authorship that are made by Consultant, solely or jointly with others, within the scope of and during the period of Consultant’s Engagement with the Company Group; and the Participant shall do everything necessary or desirable to vest the absolute title thereto that are protectible by copyright are “works made for hire,” as defined in the Company U.S. Copyright Act and shall be owned solely by the Company. Further, without derogating from the aforementioned, Consultant hereby explicitly waives any interest, claim or its Subsidiaries demand that the Consultant may have for, or Affiliates, as applicable. The Participant shall write and prepare all descriptions, specifications and procedures regarding the Inventions as may be required by the Company entitled to, with respect to any consideration, compensation or its Subsidiaries or Affiliates to protect the Company’s or its Subsidiaries or Affiliates rights royalty in and to connection with the Inventions, including but not limited to, any claims for consideration, compensation or royalty under any law of any applicable jurisdiction (including, to the extent applicable or found by any competent court or tribunal despite the Parties’ agreement hereunder irrevocably waives any right to receive remuneration or royalty for “Service Inventions” under Section 134 of Patents Law 1967). Consultant hereby acknowledges and otherwise aid and assist the Company or its Subsidiaries or Affiliates so declares that the Company or its Subsidiaries or Affiliates can prepare Compensation provided under the Consulting Agreement constitutes the entire compensation to which Consultant is entitled to and present applications for copyright or letters patent therefor and can secure such copyright or letters patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that the Company or its Subsidiaries or Affiliates shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. The Participant will, at the Company’s or its Subsidiaries or Affiliates request, execute includes any and all assignmentconsideration with respect to the Company Inventions developed by Consultant. Consultant further waives the right to bring any claims, patent demands or copyright forms allegations to receive compensation, consideration or royalty with respect to the Moral Rights (as further defined) and the likeCompany Inventions. “Moral Rights” as used herein means the rights of an author under Section 45 of the Israeli Copyright Law, deemed reasonably necessary by 2007, or any other similar provision under any law of any applicable jurisdiction, including the Company or its Subsidiaries or Affiliate. The Company’s or its Subsidiaries or Affiliates rights hereunder shall not be limited to this country but shall extend to any country in right of the world and shall attach to each Invention notwithstanding that it is perfected, improved, reduced to specific form or used after termination the Participant’s employment. The Participant agrees to lend such assistance as he or she may be able, at the Company’s or its Subsidiaries or Affiliates request in connection with any proceedings relating to such letters of patent, trade secrets, copyright or application thereof, as may be determined by the Company or its Subsidiaries or Affiliates author to be reasonably necessary. The Companyknown as the author of his/her work; to prevent others from being named as the author of his/her work; to prevent others from making deforming changes in his/her work in a manner that reflects negatively on his/her professional standing, in its sole discretion, may agree to pay the Participant a reasonable fee to defray any costs his/her goodwill or time incurred by the Participant in providing such assistance. The Participant shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniquesdignity.

Assignment of Inventions. Any and all writings, inventions, improvements, processes, procedures and/or techniques now or hereafter acquired, made, conceived, discovered or developed by the ParticipantEmployee, either solely or jointly with any other person or persons, whether or not during working hours and whether or not at the request or upon the suggestion of the Company or its Subsidiaries or Affiliates, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company Covanta Group, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of the Company or its Subsidiaries or Affiliates, as applicable. The Participant Employee shall make full disclosure to the Company or its Subsidiaries or Affiliates of all such writings, inventions, improvements, processes, procedures, techniques, or any other material of a proprietary nature, including, without limitation, any ideas, inventions, discoveries, improvements, developments, designs, methods, systems, computer programs, trade secrets or other intellectual property whether or not patentable or copyrightable and specifically including, but not limited to, copyright and mask works, formulae, compositions, products, processes, apparatus, and new uses of existing materials or machines (collectively, “Inventions”), made, conceived or first reduced to practice by the Participant Employee solely or jointly with others while employed by the Company or its Subsidiaries or Affiliates and which relate to or result from the actual or anticipated business, work, research or investigation of the Company Covanta Group or which are suggested by or result from any task assigned to or performed by the Participant Employee for the Company Covanta Group; and the Participant Employee shall do everything necessary or desirable to vest the absolute title thereto in the Company or its Subsidiaries or Affiliates, as applicable. The Participant Employee shall write and prepare all descriptions, specifications and procedures regarding the Inventions as may be required by the Company or its Subsidiaries or Affiliates to protect the Company’s or its Subsidiaries Subsidiaries’ or Affiliates Affiliates’ rights in and to the Inventions, and otherwise aid and assist the Company or its Subsidiaries or Affiliates so that the Company or its Subsidiaries or Affiliates can prepare and present applications for copyright or letters patent therefor and can secure such copyright or letters patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that the Company or its Subsidiaries or Affiliates shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. The Participant Employee will, at the Company’s or its Subsidiaries or Affiliates request, execute any and all assignment, patent or copyright forms and the like, deemed reasonably necessary by the Company or its Subsidiaries or AffiliateAffiliates. The Company’s or its Subsidiaries Subsidiaries’ or Affiliates Affiliates’ rights hereunder shall not be limited to this country but shall extend to any country in the world and shall attach to each Invention notwithstanding that it is perfected, improved, reduced to specific form or used after termination the Participantof Employee’s employment. The Participant Employee agrees to lend such assistance as he or she may be able, at the Company’s or its Subsidiaries Subsidiaries’ or Affiliates Affiliates’ request in connection with any proceedings relating to such letters of patent, trade secrets, copyright or application thereof, as may be determined by the Company or its Subsidiaries or Affiliates to be reasonably necessary. The Company, in its sole discretion, may agree to pay the Participant Employee a reasonable fee to defray any costs or time incurred by the Participant Employee in providing such assistance. The Participant Employee shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques.

Assignment of Inventions. Any Employee understands and all writings, agrees that Employee is performing work for hire for the Company and that any INVENTIONS developed or conceived by Employee during Employee’s employment with the Company are the sole property of the Company. INVENTIONS shall include any inventions, improvementsdiscoveries, programs, programming techniques, underlying program designs and/or concepts, machinery, products, processes, procedures and/or techniques now or hereafter acquiredcomputer hardware, madeinformation systems, conceivedsoftware (including without limitation source code, discovered or developed by the Participantobject code, either solely or jointly with documentation, diagrams and flow charts), as well as any other person or personsdiscoveries, concepts and ideas, whether patentable or not during working hours and whether not, relating to any present or not at the request prospective activities or upon the suggestion business of the Company or its Subsidiaries or AffiliatesCompany. Employee agrees to assign, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company Groupand does hereby assign, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of the Company or its Subsidiaries or Affiliates, as applicable. The Participant shall make full disclosure to the Company or its Subsidiaries or Affiliates of nominees, all such writingsright, inventionstitle and interest in and to INVENTIONS made by Employee. Employee will, improvements, processes, procedures, techniques, or any other material of a proprietary nature, including, without limitation, any ideas, inventions, discoveries, improvements, developments, designs, methods, systems, computer programs, trade secrets or other intellectual property whether or not patentable or copyrightable and specifically includingwith reasonable reimbursement for expenses, but not limited toat no other expense to the Company, copyright at any time during or after Employee’s employment with the Company, sign and mask works, formulae, compositions, products, processes, apparatus, deliver all lawful papers and new uses of existing materials or machines (collectively, “Inventions”), made, conceived or first reduced to practice by the Participant solely or jointly with others while employed by the Company or its Subsidiaries or Affiliates and cooperate in such other lawful acts which relate to or result from the actual or anticipated business, work, research or investigation of the Company Group or which are suggested by or result from any task assigned to or performed by the Participant for the Company Group; and the Participant shall do everything may be reasonably necessary or desirable to protect or vest the absolute title thereto in INVENTIONS in the Company or its Subsidiaries or Affiliatesnominees, as applicableincluding applying for, obtaining, maintaining, and enforcing copyrights and/or patents on INVENTIONS in all countries of the world. The Participant Provided, however, that nothing herein shall write and prepare all descriptions, specifications and procedures regarding the Inventions as may be required by require the Company to accept or its Subsidiaries perfect any such assignment or Affiliates other conveyance of any interest in any patent or INVENTIONS or require the Company to protect prosecute such patent or other application. This provision does not apply to any INVENTIONS for which Employee affirmatively proves that no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on Employee’s own time unless (a) the INVENTIONS relate (i) directly to the business of the Company, or (ii) to the Company’s actual or its Subsidiaries demonstrably anticipated research or Affiliates rights in and to development; or (b) the InventionsINVENTIONS result, and otherwise aid and assist the Company either directly or its Subsidiaries or Affiliates so that the Company or its Subsidiaries or Affiliates can prepare and present applications indirectly, from any work performed by Employee for copyright or letters patent therefor and can secure such copyright or letters patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that the Company or its Subsidiaries or Affiliates shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. The Participant will, at the Company’s or its Subsidiaries or Affiliates request, execute any and all assignment, patent or copyright forms and the like, deemed reasonably necessary by the Company or its Subsidiaries or Affiliate. The Company’s or its Subsidiaries or Affiliates rights hereunder shall not be limited to this country but shall extend to any country in the world and shall attach to each Invention notwithstanding that it is perfected, improved, reduced to specific form or used after termination the Participant’s employment. The Participant agrees to lend such assistance as he or she may be able, at the Company’s or its Subsidiaries or Affiliates request in connection with any proceedings relating to such letters of patent, trade secrets, copyright or application thereof, as may be determined by the Company or its Subsidiaries or Affiliates to be reasonably necessary. The Company, in its sole discretion, may agree to pay the Participant a reasonable fee to defray any costs or time incurred by the Participant in providing such assistance. The Participant shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques.

Assignment of Inventions. Any and all writings, inventions, improvements, processes, procedures and/or techniques now or hereafter acquired, made, conceived, discovered or developed by the ParticipantEmployee, either solely or jointly with any other person or persons, whether or not during working hours and whether or not at the request or upon the suggestion of the Company or its Subsidiaries or Affiliates, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company Covanta Group, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of the Company or its Subsidiaries or Affiliates, as applicable. The Participant Employee shall make full disclosure to the Company or its Subsidiaries or Affiliates of all such writings, inventions, improvements, processes, procedures, techniques, or any other material of a proprietary nature, including, without limitation, any ideas, inventions, discoveries, improvements, developments, designs, methods, systems, computer programs, trade secrets or other intellectual property whether or not patentable or copyrightable and specifically including, but not limited to, copyright and mask works, formulae, compositions, products, processes, apparatus, and new uses of existing materials or machines (collectively, “Inventions”), made, conceived or first reduced to practice by the Participant Employee solely or jointly with others while employed by the Company or its Subsidiaries or Affiliates and which relate to or result from the actual or anticipated business, work, research or investigation of the Company Covanta Group or which are suggested by or result from any task assigned to or performed by the Participant Employee for the Company Covanta Group; and the Participant Employee shall do everything necessary or desirable to vest the absolute title thereto in the Company or its Subsidiaries or Affiliates, as applicable. The Participant Employee shall write and prepare all descriptions, specifications and procedures regarding the Inventions as may be required by the Company or its Subsidiaries or Affiliates to protect the Company’s 's or its Subsidiaries Subsidiaries' or Affiliates Affiliates' rights in and to the Inventions, and otherwise aid and assist the Company or its Subsidiaries or Affiliates so that the Company or its Subsidiaries or Affiliates can prepare and present applications for copyright or letters patent therefor and can secure such copyright or letters patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that the Company or its Subsidiaries or Affiliates shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. The Participant Employee will, at the Company’s 's or its Subsidiaries or Affiliates request, execute any and all assignment, patent or copyright forms and the like, deemed reasonably necessary by the Company or its Subsidiaries or AffiliateAffiliates. The Company’s 's or its Subsidiaries Subsidiaries' or Affiliates Affiliates' rights hereunder shall not be limited to this country but shall extend to any country in the world and shall attach to each Invention notwithstanding that it is perfected, improved, reduced to specific form or used after termination the Participant’s Employee's employment. The Participant Employee agrees to lend such assistance as he or she may be able, at the Company’s 's or its Subsidiaries Subsidiaries' or Affiliates Affiliates' request in connection with any proceedings relating to such letters of patent, trade secrets, copyright or application thereof, as may be determined by the Company or its Subsidiaries or Affiliates to be reasonably necessary. The Company, in its sole discretion, may agree to pay the Participant Employee a reasonable fee to defray any costs or time incurred by the Participant Employee in providing such assistance. The Participant Employee shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques.

Assignment of Inventions. Any and all writings, inventions, improvements, processes, procedures and/or techniques now or hereafter acquired, made, conceived, discovered or developed by the ParticipantEmployee, either solely or jointly with any other person or persons, whether or not during working hours and whether or not at the request or upon the suggestion of the Company or its Subsidiaries or Affiliates, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company GroupCompany, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of the Company or its Subsidiaries or Affiliates, as applicable. The Participant Employee shall make full disclosure to the Company or its Subsidiaries or Affiliates of all such writings, inventions, improvements, processes, procedures, techniques, or any other material of a proprietary nature, including, without limitation, any ideas, inventions, discoveries, improvements, developments, designs, methods, systems, computer programs, trade secrets or other intellectual property whether or not patentable or copyrightable and specifically including, but not limited to, copyright and mask works, formulae, compositions, products, processes, apparatus, and new uses of existing materials or machines (collectively, “Inventions”), made, conceived or first reduced to practice by the Participant Employee solely or jointly with others while employed by the Company or its Subsidiaries or Affiliates and which relate to or result from the actual or anticipated business, work, research or investigation of the Company Group or which are suggested by or result from any task assigned to or performed by the Participant Employee for the Company GroupCompany; and the Participant Employee shall do everything necessary or desirable to vest the absolute title thereto in the Company or its Subsidiaries or Affiliates, as applicable. The Participant Employee shall write and prepare all descriptions, specifications and procedures regarding the Inventions as may be required by the Company or its Subsidiaries or Affiliates to protect the Company’s or its Subsidiaries Subsidiaries’ or Affiliates Affiliates’ rights in and to the Inventions, and otherwise aid and assist the Company or its Subsidiaries or Affiliates so that the Company or its Subsidiaries or Affiliates can prepare and present applications for copyright or letters patent therefor and can secure such copyright or letters patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that the Company or its Subsidiaries or Affiliates shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. The Participant Employee will, at the Company’s or its Subsidiaries or Affiliates request, execute any and all assignment, patent or copyright forms and the like, deemed reasonably necessary by the Company or its Subsidiaries or AffiliateAffiliates. The Company’s or its Subsidiaries Subsidiaries’ or Affiliates Affiliates’ rights hereunder shall not be limited to this country but shall extend to any country in the world and shall attach to each Invention notwithstanding that it is perfected, improved, reduced to specific form or used after termination the ParticipantEmployee’s employment. The Participant Employee agrees to lend such assistance as he or she may be able, at the Company’s or its Subsidiaries Subsidiaries’ or Affiliates Affiliates’ request in connection with any proceedings relating to such letters of patent, trade secrets, copyright or application thereof, as may be determined by the Company or its Subsidiaries or Affiliates to be reasonably necessary. The Company, in its sole discretion, may agree to pay the Participant Employee a reasonable fee to defray any costs or time incurred by the Participant Employee in providing such assistance. The Participant Employee shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques.

Assignment of Inventions. Any Executive represents that he has promptly disclosed in writing to the Company each improvement, discovery, idea, invention and all writingsproposed publication of any kind whatsoever relating to the Business made or conceived by Executive either alone or in conjunction with others, inventionsif such improvement, improvementsdiscovery, processesidea, procedures and/or techniques now invention or hereafter acquired, made, conceived, discovered publication resulted from or developed was suggested by Executive’s employment with the Participant, either solely or jointly with any other person or persons, Company (whether or not during working hours patentable and whether or not made or conceived at the request of or upon the suggestion of the Company Company, and whether or its Subsidiaries not during Executive’s usual hours of work, and whether in or Affiliatesabout the premises of the Addus HealthCare Group). Executive further represents that he has not disclosed, which relate and will not disclose, any such improvement, discovery, idea, invention or publication to any person, entity or are useful in connection with any business now or hereafter carried on or contemplated by governmental authority, except the Company GroupCompany. Each such improvement, including developments or expansions of its present fields of operationsdiscovery, idea, invention and publication shall be the sole and exclusive property of, and has been assigned by Executive to the Company, and, at the request of the Company, Executive will assist and cooperate with the Company and any person or entity designated from time to time by the Company to obtain for the Company or its Subsidiaries designee the grant of any letters patent in the United States of America and/or such other country or Affiliatescountries as may be designated by the Company, as applicable. The Participant shall make full disclosure to the Company covering any such improvement, discovery, idea, invention or its Subsidiaries publication, and will in connection therewith execute such applications, statements, assignments or Affiliates of other documents, furnish such information and data and take all such writings, inventions, improvements, processes, procedures, techniques, or any other material of a proprietary nature, action (including, without limitation, any ideas, inventions, discoveries, improvements, developments, designs, methods, systems, computer programs, trade secrets or other intellectual property whether or not patentable or copyrightable and specifically including, but not limited to, copyright and mask works, formulae, compositions, products, processes, apparatus, and new uses the giving of existing materials or machines (collectively, “Inventions”), made, conceived or first reduced to practice by the Participant solely or jointly with others while employed by testimony) as the Company may from time to time reasonably request. The foregoing provisions of this Section 9 shall not apply to any improvement, discovery, idea, invention of publication for which no equipment, supplies, facilities or its Subsidiaries or Affiliates confidential and proprietary information of the Addus HealthCare Group was used and which relate was developed entirely on Executive’s own time, unless (i) the improvement, discovery, idea, invention or publication relates to the Business or result from the actual or demonstrably anticipated business, work, research or investigation development of the Company Group Business, or which are suggested by (ii) the improvement, discovery, idea, invention or result publication resulted from any task assigned to or work performed by the Participant Executive for the Company Addus HealthCare Group; and the Participant shall do everything necessary or desirable to vest the absolute title thereto in the Company or its Subsidiaries or Affiliates, as applicable. The Participant shall write and prepare all descriptions, specifications and procedures regarding the Inventions as may be required by the Company or its Subsidiaries or Affiliates to protect the Company’s or its Subsidiaries or Affiliates rights in and to the Inventions, and otherwise aid and assist the Company or its Subsidiaries or Affiliates so that the Company or its Subsidiaries or Affiliates can prepare and present applications for copyright or letters patent therefor and can secure such copyright or letters patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that the Company or its Subsidiaries or Affiliates shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. The Participant will, at the Company’s or its Subsidiaries or Affiliates request, execute any and all assignment, patent or copyright forms and the like, deemed reasonably necessary by the Company or its Subsidiaries or Affiliate. The Company’s or its Subsidiaries or Affiliates rights hereunder shall not be limited to this country but shall extend to any country in the world and shall attach to each Invention notwithstanding that it is perfected, improved, reduced to specific form or used after termination the Participant’s employment. The Participant agrees to lend such assistance as he or she may be able, at the Company’s or its Subsidiaries or Affiliates request in connection with any proceedings relating to such letters of patent, trade secrets, copyright or application thereof, as may be determined by the Company or its Subsidiaries or Affiliates to be reasonably necessary. The Company, in its sole discretion, may agree to pay the Participant a reasonable fee to defray any costs or time incurred by the Participant in providing such assistance. The Participant shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques.

Assignment of Inventions. Any Consultant hereby agrees and all writings, inventions, improvements, processes, procedures and/or techniques now or hereafter acquired, made, conceived, discovered or developed by the Participant, either solely or jointly with any other person or persons, whether or not during working hours acknowledged that Company is and whether or not at the request or upon the suggestion of the Company or its Subsidiaries or Affiliates, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company Group, including developments or expansions of its present fields of operations, shall be remain the sole and exclusive property of the Company or its Subsidiaries or Affiliatesowner, as applicable. The Participant shall make full disclosure and/or to the Company or its Subsidiaries or Affiliates of extent necessary hereby assigns and transfers to Company, to the fullest extent under applicable law, Consultant’s entire right, title and interest in and to all such writingsinventions, inventionsideas, improvements, processes, procedures, techniques, or any other material of a proprietary nature, including, without limitation, any ideas, inventions, discoveries, improvementsdesigns, developments, designsworks, know-how, original works of authorship, formulae, concepts, techniques, methods, systems, processes, compositions of matter, algorithms, computer programs, trade secrets or other intellectual property whether or not patentable or copyrightable and specifically software programs (including, but not limited to, copyright and mask worksany code, formulaemodules, compositions, products, processes, apparatustools, and new uses libraries), databases, trade secrets and discoveries and any other intellectual creations of existing materials or machines any nature whatsoever (collectively, the “Inventions”), made, conceived whether or first not patentable and whether or not reduced to practice practice, made or conceived by the Participant Consultant, whether solely by Consultant or jointly with others while employed by others, during the period of Consultant’s Engagement with Company or its Subsidiaries or Affiliates and which that either (i) relate in any manner to or result from the actual or demonstrably anticipated business, work, Confidential Information or research and development of Company, its affiliates or investigation of the Company Group subsidiaries; or which (ii) are developed in whole or in part on Company’s time or using Company’s equipment, supplies, facilities or Confidential Information; or (iii) result from or are suggested by or result from any task assigned to Consultant or any work or service performed by Consultant for or on behalf of Company, its affiliates or subsidiaries, or by the Participant for scope of Consultant’s Engagement or any other duties and responsibilities with Company, its affiliates or subsidiaries (the “Company Inventions”). Without derogating from the aforementioned Consultant further acknowledges that all original works of authorship that are made by Consultant, solely or jointly with others, within the scope of and during the period of Consultant’s Engagement with the Company Group; and the Participant shall do everything necessary or desirable to vest the absolute title thereto that are entureble by copyright are “works made for hire,” as defined in the Company U.S. Copyright Act and shall be owned solely by the Company. Further, without derogating from the aforementioned, Consultant hereby explicitly waives any interest, claim or its Subsidiaries demand that the Consultant may have for, or Affiliates, as applicable. The Participant shall write and prepare all descriptions, specifications and procedures regarding the Inventions as may be required by the Company entitled to, with respect to any consideration, compensation or its Subsidiaries or Affiliates to protect the Company’s or its Subsidiaries or Affiliates rights royalty in and to connection with the Inventions, including but not limited to, any claims for consideration, compensation or royalty under any law of any applicable jurisdiction (including, to the extent applicable or found by any competent court or tribunal despite the Parties’ agreement hereunder irrevocably waives any right to receive remuneration or royalty for “Service Inventions” under Section 134 of Patents Law 1967). Consultant hereby acknowledges and otherwise aid and assist the Company or its Subsidiaries or Affiliates so declares that the Company or its Subsidiaries or Affiliates can prepare Compensation provided under the Consulting Agreement constitutes the entire compensation to which Consultant is entitled to and present applications for copyright or letters patent therefor and can secure such copyright or letters patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that the Company or its Subsidiaries or Affiliates shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. The Participant will, at the Company’s or its Subsidiaries or Affiliates request, execute includes any and all assignmentconsideration with respect to the Company Inventions developed by Consultant. Consultant further waives the right to bring any claims, patent demands or copyright forms allegations to receive compensation, consideration or royalty with respect to the Moral Rights (as further defined) and the likeCompany Inventions. “Moral Rights” as used herein means the rights of an author under Section 45 of the Israeli Copyright Law, deemed reasonably necessary by 2007, or any other similar provision under any law of any applicable jurisdiction, including the Company or its Subsidiaries or Affiliate. The Company’s or its Subsidiaries or Affiliates rights hereunder shall not be limited to this country but shall extend to any country in right of the world and shall attach to each Invention notwithstanding that it is perfected, improved, reduced to specific form or used after termination the Participant’s employment. The Participant agrees to lend such assistance as he or she may be able, at the Company’s or its Subsidiaries or Affiliates request in connection with any proceedings relating to such letters of patent, trade secrets, copyright or application thereof, as may be determined by the Company or its Subsidiaries or Affiliates author to be reasonably necessary. The Companyknown as the author of his/her work; to prevent others from being named as the author of his/her work; to prevent others from making deforming changes in his/her work in a manner that reflects negatively on his/her professional standing, in its sole discretion, may agree to pay the Participant a reasonable fee to defray any costs his/her goodwill or time incurred by the Participant in providing such assistance. The Participant shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniquesdignity.

Assignment of Inventions. Any and all writingsIf at any time or times during the Consultant’s engagement, inventionsthe Consultant shall (either alone or with others) make, improvementsconceive, processescreate, procedures and/or techniques now discover, invent or hereafter acquiredreduce to practice any invention, mademodification, conceiveddiscovery, discovered design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, trade secret or developed by the Participant, either solely or jointly with any other person or persons, whether or not during working hours and whether or not at the request or upon the suggestion of the Company or its Subsidiaries or Affiliates, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company Group, including developments or expansions of its present fields of operations, shall be the sole and exclusive intellectual property of the Company or its Subsidiaries or Affiliates, as applicable. The Participant shall make full disclosure to the Company or its Subsidiaries or Affiliates of all such writings, inventions, improvements, processes, procedures, techniques, right whatsoever or any other material of a proprietary nature, including, without limitation, any ideas, inventions, discoveries, improvements, developments, designs, methods, systems, computer programs, trade secrets or other intellectual property interest therein (whether or not patentable or copyrightable registrable under patent, copyright, trademark or similar statutes or subject to analogous protection) (the “Developments”) that (i) directly relates to the Company’s business or any customer of or supplier to the Company in connection with such customer’s or supplier’s activities with the Company or any of the products or services being developed, manufactured or sold by the Company or that may be used in relation therewith, (ii) results from tasks assigned to the Consultant by the Company or (iii) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company, such Developments and specifically the benefits thereof are and shall immediately become the sole and absolute property of the Company and its assigns, as works made for hire or otherwise. Consultant shall promptly disclose to the Company (or any persons designated by it) each such Development. As may be necessary to ensure the Company’s ownership of such Developments, the Consultant hereby assigns any rights, title and interest (including, but not limited to, copyright any patent, copyrights and mask works, formulae, compositions, products, processes, apparatus, and new uses of existing materials or machines (collectively, “Inventions”), made, conceived or first reduced to practice by the Participant solely or jointly with others while employed by the Company or its Subsidiaries or Affiliates and which relate to or result from the actual or anticipated business, work, research or investigation of the Company Group or which are suggested by or result from any task assigned to or performed by the Participant for the Company Group; and the Participant shall do everything necessary or desirable to vest the absolute title thereto in the Company or its Subsidiaries or Affiliates, as applicable. The Participant shall write and prepare all descriptions, specifications and procedures regarding the Inventions as may be required by the Company or its Subsidiaries or Affiliates to protect the Company’s or its Subsidiaries or Affiliates rights trademarks) in and to the InventionsDevelopments and benefits and/or rights resulting therefrom to the Company and its assigns without further compensation. Consultant shall communicate, without cost or delay, and without disclosing to others the same, all available information relating thereto (with all necessary plans and models) to the Company. Upon disclosure of each Development to the Company, Consultant will, during his engagement and at any time thereafter, at the request and expense of the Company, sign, execute, make and do all such deeds, documents, acts and things as the Company and its duly authorized agents may reasonably require: (i) to apply for, obtain, register and vest in the name of the Company alone (unless the Company otherwise aid directs) letters patent, copyrights, trademarks or other analogous protection in any country throughout the world and assist when so obtained or vested to renew and restore the same; and (ii) to defend any judicial, opposition or other proceedings in respect of such applications and any judicial, opposition or other proceedings or petitions or applications for revocation of such letters patent, copyright, trademark or other analogous protection. In the event the Company is unable, after reasonable effort, to secure Consultant’s signature on any letters patent, copyright or other analogous protection relating to a Development, whether because of Consultant’s physical or mental incapacity or for any other reason whatsoever, Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant’s agents and attorneys-in-fact, which appointment is coupled with an interest, to act for and in behalf of Consultant and stead solely to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent, copyright or other analogous protection thereon with the same legal force and effect as if executed by Consultant. Consultant hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, which Consultant now or may hereafter have for infringement of any Developments assigned hereunder to the Company. In addition, any report or other documentation or materials, whether written or electronic, or any portions thereof, prepared by Consultant for or on behalf of the Company or its Subsidiaries which discuss the Developments or Affiliates so that the Company or its Subsidiaries or Affiliates can prepare and present applications for copyright or letters patent therefor and can secure such copyright or letters patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that the Company or its Subsidiaries or Affiliates shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. The Participant will, at the Company’s business or its Subsidiaries customers (the “Written Data”) shall be and is produced as a “work made for hire” under the copyright laws of the United States. As a “work made for hire”, the copyrights in the Written Data shall belong to Company from their creation and no further action by Company shall be necessary to perfect Company’s rights therein. All right, title and interest, including any copyright in and to any Written Data that does not qualify as a “work made for hire” shall be and hereby is assigned to Company. In addition, Consultant agrees to assist Company in taking any subsequent legal steps that may be required to perfect Company’s copyrights in this Written Data including, but not limited to, executing a formal assignment of copyright that can be recorded. All inventions related, potentially related or Affiliates requestwhich become related to the Company’s business, execute if any, patented or unpatented, that Consultant has, 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 Consultant’s employment with the Company (collectively referred to as “Assigned Prior Inventions”) are included in the scope of this Agreement, except solely to the extent such inventions are listed on Exhibit A hereto (inventions listed on Exhibit A shall be collectively referred to as the “Unassigned Prior Inventions”). There are no Assigned Prior Inventions. To the extent allowed by law, Section 3 includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively “Moral Rights”). To the extent Consultant retains any such Moral Rights under applicable law, Consultant hereby ratifies and all assignment, patent consents to any action that may be taken with respect to such Moral Rights by or copyright forms and the like, deemed reasonably necessary authorized by the Company or its Subsidiaries or Affiliateand agree not to assert any Moral Rights with respect thereto. The Company’s or its Subsidiaries or Affiliates rights hereunder shall not be limited Consultant will confirm any such ratifications, consents and agreements from time to this country but shall extend to any country in the world and shall attach to each Invention notwithstanding that it is perfected, improved, reduced to specific form or used after termination the Participant’s employment. The Participant agrees to lend such assistance time as he or she may be able, at requested by the Company’s or its Subsidiaries or Affiliates request in connection with any proceedings relating to such letters of patent, trade secrets, copyright or application thereof, as may be determined by the Company or its Subsidiaries or Affiliates to be reasonably necessary. The Company, in its sole discretion, may agree to pay the Participant a reasonable fee to defray any costs or time incurred by the Participant in providing such assistance. The Participant shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques.

Assignment of Inventions. Any and all writingsIf at any time or times during Employee’s employment, inventionsEmployee shall (either alone or with others) make, improvementsconceive, processesdiscover or reduce to practice any invention, procedures and/or techniques now device, modification, discovery, design, development, improvement, process, software or hereafter acquiredother technology program, madework of authorship, conceiveddocumentation, discovered formula, data, technique, know-how, secret or developed by the Participant, either solely or jointly with any other person or persons, whether or not during working hours and whether or not at the request or upon the suggestion of the Company or its Subsidiaries or Affiliates, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company Group, including developments or expansions of its present fields of operations, shall be the sole and exclusive intellectual property of the Company or its Subsidiaries or Affiliates, as applicable. The Participant shall make full disclosure to the Company or its Subsidiaries or Affiliates of all such writings, inventions, improvements, processes, procedures, techniques, right whatsoever or any other material of a proprietary nature, including, without limitation, any ideas, inventions, discoveries, improvements, developments, designs, methods, systems, computer programs, trade secrets or other intellectual property interest therein (whether or not patentable or copyrightable and specifically including, but not limited to, registrable under copyright and mask works, formulae, compositions, or similar statutes or subject to analogous protection) (herein called “Developments”) that (a) relates to the business of the Company or any of the products, processesdevices or services being developed, apparatus, and new uses of existing materials manufactured or machines (collectively, “Inventions”), made, conceived or first reduced to practice by the Participant solely or jointly with others while employed sold by the Company or its Subsidiaries which may be used in relation therewith, (b) results from tasks assigned him/her by the Company, or Affiliates and which relate to or result (c) results from the actual use of premises or anticipated businesspersonal property (whether tangible or intangible) owned, work, research leased or investigation of the Company Group or which are suggested by or result from any task assigned to or performed contracted for by the Participant for the Company Group; Company, such Developments and the Participant benefits thereof shall do everything necessary or desirable to vest the absolute title thereto in the Company or its Subsidiaries or Affiliates, as applicable. The Participant shall write and prepare all descriptions, specifications and procedures regarding the Inventions as may be required by the Company or its Subsidiaries or Affiliates to protect the Company’s or its Subsidiaries or Affiliates rights in and to the Inventions, and otherwise aid and assist the Company or its Subsidiaries or Affiliates so that the Company or its Subsidiaries or Affiliates can prepare and present applications for copyright or letters patent therefor and can secure such copyright or letters patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that the Company or its Subsidiaries or Affiliates shall be immediately become the sole and absolute owner thereof property of the Company and its assigns, and Employee shall promptly disclose to the Company (or any Persons designated by it) each such Development and hereby assigns any rights Employee may have or acquire in the Developments and benefits and/or rights resulting therefrom to the Company and its assigns without further compensation and shall communicate, without cost or delay, and without publishing the same, all countries available information relating thereto (with all necessary plans and models) to the Company. Notwithstanding the foregoing, this Agreement shall not be construed to apply to, and shall not create any assignment of, any Developments of the Employee developed entirely on his own time without using the Company’s equipment, supplies, facilities, trade secrets or Confidential Information except for those Developments that: (i) relate to the Company’s business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by the Employee for the Company. Employee shall bear the burden of proof in which it may desire establishing that his invention qualifies under this paragraph. Upon disclosure of each Development to have copyright or patent protection. The Participant the Company, Employee will, during his/her employment and at any time thereafter, at the request and expense of the Company’s or its Subsidiaries or Affiliates request, execute any sign, execute, make and do all assignmentsuch deeds, patent or copyright forms documents, acts and the like, deemed reasonably necessary by things as the Company and its duly authorized agents may reasonably require: (a) to apply for, obtain and vest in the name of the Company alone (unless the Company otherwise directs) letters patent, copyrights or its Subsidiaries or Affiliate. The Company’s or its Subsidiaries or Affiliates rights hereunder shall not be limited to this country but shall extend to other analogous protection in any country in throughout the world and shall attach when so obtained or vested to each Invention notwithstanding that it is perfected, improved, reduced renew and restore the same; and (b) to specific form defend any opposition proceedings in respect of such applications and any opposition proceedings or used after termination the Participant’s employment. The Participant agrees to lend such assistance as he petitions or she may be able, at the Company’s or its Subsidiaries or Affiliates request in connection with any proceedings relating to applications for revocation of such letters of patent, trade secrets, copyright or application thereof, as may be determined by other analogous protection. In the event the Company is unable, after reasonable effort, to secure Employee’s signature on any letters patent, copyright or other analogous protection relating to a Development, whether because of Employee’s physical or mental incapacity or for any other reason whatsoever, Employee hereby irrevocably designates and appoints the Company and its Subsidiaries duly authorized officers and agents as Employee’s agents and attorneys-in-fact, to act for and in behalf of Employee and stead to execute and file any such application or Affiliates applications and to be reasonably necessary. The Companydo all other lawfully permitted acts to further the prosecution and issuance of letters patent, in its sole discretion, may agree to pay copyright or other analogous protection thereon with the Participant a reasonable fee to defray any costs or time incurred same legal force and effect as if executed by the Participant in providing such assistance. The Participant shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniquesEmployee.

Assignment of Inventions. Any and all writings(a) If, inventions, improvements, processes, procedures and/or techniques now or hereafter acquired, made, conceived, discovered or developed by the Participant, either solely or jointly with any other person or persons, whether or not during working hours and whether or not at the request or upon the suggestion in Executive’s capacity as an employee of the Company Company, Executive shall (either alone or its Subsidiaries with others) make, conceive, create, discover, invent or Affiliatesreduce to practice any invention, which relate to modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, trade secret or are useful in connection with any business now or hereafter carried on or contemplated by the Company Group, including developments or expansions of its present fields of operations, shall be the sole and exclusive intellectual property of the Company or its Subsidiaries or Affiliates, as applicable. The Participant shall make full disclosure to the Company or its Subsidiaries or Affiliates of all such writings, inventions, improvements, processes, procedures, techniques, right whatsoever or any other material of a proprietary nature, including, without limitation, any ideas, inventions, discoveries, improvements, developments, designs, methods, systems, computer programs, trade secrets or other intellectual property interest therein (whether or not patentable or copyrightable registerable under copyright, trademark or similar statutes or subject to analogous protection) (the “Inventions”), that (i) relates to the current business of the Company or any related or affiliated entity (or a business that the Company can demonstrate was contemplated by the Company at the time Executive created the Invention) or any of the products or services being developed, manufactured or sold by the Company or any related or affiliated entity or that is designed to be used in relation therewith, (ii) results from tasks assigned to Executive by the Company or any related or affiliated entity or (iii) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for or by the Company or any related or affiliated entity, such Inventions and specifically the benefits thereof are and shall immediately become the sole and absolute property of the Company and its assigns, as “Works Made for Hire,” as defined in 17 U.S.C. § 101 or otherwise, and Executive shall promptly disclose to the Company (or any persons designated by it) each such Invention, and, as may be necessary to ensure the Company’s ownership of such Inventions, Executive (i) hereby assigns any rights (including, but not limited to, copyright any copyrights and mask workstrademarks and including, formulaewithout limitation, compositionsany and all applications for patents (U.S. and foreign) and all divisionals, products, processes, apparatuscontinuations, and new uses continuations-in-part thereof) Executive may have or acquire in the Inventions and benefits and/or rights resulting therefrom to the Company and its assigns without further compensation, (ii) shall communicate, without cost or delay, and without disclosing to others the same, all available information relating thereto (with all necessary plans and models) to the Company, and (iii) shall assist the Company in all matters necessary or desirable as regards the prosecution, development, or defense of existing materials any such assigned rights, without additional compensation. (b) Executive understands and agrees that the Company is hereby advising Executive that any provision in this Agreement requiring him to assign rights in any invention does not apply to an invention that qualifies fully under the provisions of Section 2870 of the California Labor Code, which is attached hereto as Exhibit A. (c) Executive shall take all action and execute and deliver all agreements, assignments, and other documents, including, without limitation, all patent applications and assignments, requested by the Company to establish the Company’s rights, if any, under this Section and to vest in the Company title to all discoveries and intellectual property rights which are the property of the Company under this Section. Executive shall disclose to the Company all discoveries and intellectual property rights that are conceived by Executive during Executive’s employment with the Company which Executive believes meet the criteria set forth in California Labor Code Section 2870, whether or machines not the property of the Company under the terms of the preceding sentence. (collectivelyd) Executive has attached to this Agreement as Exhibit B, “Inventions”)a complete list of all developments, madediscoveries, improvements, inventions, trade secrets, or technical or journal writings or other works of authorship which Executive has made or conceived or first reduced to practice by the Participant solely alone or jointly with others while employed prior to Executive’s employment by the Company or its Subsidiaries or Affiliates which are not subject to a confidentiality agreement that would bar such listing (collectively “Excluded Inventions”); and which relate to or result from the actual or anticipated business, work, research or investigation Executive covenants that such list is complete as of the Company Group or which are suggested by or result from any task assigned date of this Agreement. If no such list is attached to or performed by this Agreement, Executive represents that Executive has made no Excluded Inventions at the Participant for the Company Group; and the Participant shall do everything necessary or desirable to vest the absolute title thereto in the Company or its Subsidiaries or Affiliates, as applicabletime of signing this Agreement. The Participant shall write and prepare all descriptionsCompany will not require Executive to assign any rights Executive may have in any of the Excluded Inventions. Furthermore, specifications and procedures regarding the listed Excluded Inventions will not be classified as may be required Proprietary Information or Inventions. If, during the period in which Executive maintains his relationship with the Company, Executive makes, conceives, or reduces to practice alone or jointly with others an invention that is not a Work Made For Hire owned by the Company as described above, and that Executive is not obligated to assign to the Company as described above, Executive shall promptly notify the Company in writing and Exhibit B shall be deemed amended to include such invention as an Excluded Invention; provided, however, that under no circumstances shall Executive’s (i) notification obligations hereunder be deemed to require that Executive divulge to the Company information that Executive is contractually obligated not to so disclose and (ii) failure to so notify the Company give rise to any implication or its Subsidiaries presumption that the applicable invention is in any way subject to ownership or Affiliates to protect other rights of the Company’s . Executive shall not, in the course of his employment with the Company, incorporate into a product, process or its Subsidiaries machine, an Excluded Invention or Affiliates rights in and to the Inventionsany other inventions, technical writings, papers, journal articles, developments, improvements, and otherwise aid and assist trade secrets which were made by Executive prior to his employment with the Company, which are owned by Executive or in which Executive has an exclusive interest without first notifying the Company in writing of his intention to do so and without having negotiated and documented with the Company an arrangement that would permit the Company to use any such incorporated item in the affected product, process or its Subsidiaries or Affiliates so machine. Executive acknowledges and agrees that the Company and its subsidiaries or its Subsidiaries affiliates are free to compete or Affiliates can prepare develop information, inventions and present applications for copyright or letters patent therefor products within the areas and can secure type of the Excluded Inventions; provided that any such copyright or letters patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so acknowledgement by Executive shall not be deemed his agreement that the Company or its Subsidiaries or Affiliates shall be the sole and absolute owner thereof may in all countries in which it may desire to have copyright or patent protection. The Participant will, at the Company’s or its Subsidiaries or Affiliates request, execute any and all assignment, patent or copyright forms and the like, deemed reasonably necessary by the Company or its Subsidiaries or Affiliate. The Company’s or its Subsidiaries or Affiliates way infringe upon any rights hereunder shall not be limited to this country but shall extend to any country in the world and shall attach to each Invention notwithstanding that it is perfected, improved, reduced to specific form Excluded Inventions owned by Executive or used after termination the ParticipantExecutive’s employment. The Participant agrees to lend such assistance as he or she may be able, at the Company’s or its Subsidiaries or Affiliates request in connection with any proceedings relating to such letters of patent, trade secrets, copyright or application thereof, as may be determined by the Company or its Subsidiaries or Affiliates to be reasonably necessary. The Company, in its sole discretion, may agree to pay the Participant a reasonable fee to defray any costs or time incurred by the Participant in providing such assistance. The Participant shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniquesco-developers (if any).

Assignment of Inventions. Any and all writings, inventions, improvements, processes, procedures and/or techniques now or hereafter acquired, made, conceived, discovered or developed by the Participantyou, either solely or jointly with any other person or persons, whether or not during working hours and whether or not at the request or upon the suggestion of the Company or its Subsidiaries or AffiliatesCovanta Companies, which relate to or are useful in connection with any business Business now or hereafter carried on or contemplated by the Company GroupCovanta Companies, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of the Company or its Subsidiaries or Affiliates, as applicableCovanta Companies. The Participant You shall make full disclosure to the Company or its Subsidiaries or Affiliates Covanta Companies of all such writings, inventions, improvements, processes, procedures, techniques, or any other material of a proprietary nature, including, without limitation, any ideas, inventions, discoveries, improvements, developments, designs, methods, systems, computer programs, trade secrets or other intellectual property whether or not patentable or copyrightable and specifically including, but not limited to, copyright and mask works, formulae, compositions, products, processes, apparatus, and new uses of existing materials or machines (collectively, “Inventions”), made, conceived or first reduced to practice by the Participant you solely or jointly with others while employed by the Company or its Subsidiaries or Affiliates Covanta Companies and which relate to or result from the actual or anticipated business, work, research or investigation of the Company Group Covanta Companies or which are suggested by or result from any task assigned to or performed by the Participant you for the Company GroupCovanta Companies; and the Participant you shall do everything necessary or desirable to vest the absolute title thereto in the Company or its Subsidiaries or Affiliates, as applicableCovanta Companies. The Participant You shall write and prepare all descriptions, specifications and procedures regarding the Inventions as may be required by the Company or its Subsidiaries or Affiliates Covanta Companies to protect the Company’s or its Subsidiaries or Affiliates Covanta Companies’ rights in and to the Inventions, and otherwise aid and assist the Company or its Subsidiaries or Affiliates Covanta Companies so that the Company or its Subsidiaries or Affiliates Covanta Companies can prepare and present applications for copyright or letters patent therefor and can secure such copyright or letters patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that the Company or its Subsidiaries or Affiliates Covanta Companies shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. The Participant You will, at the Company’s or its Subsidiaries or Affiliates Covanta Companies request, execute any and all assignment, patent or copyright forms and the like, deemed reasonably necessary by the Company or its Subsidiaries or AffiliateCovanta Companies. The Company’s or its Subsidiaries or Affiliates Covanta Companies’ rights hereunder shall not be limited to this country but shall extend to any country in the world and shall attach to each Invention notwithstanding that it is perfected, improved, reduced to specific form or used after termination the Participant’s employmentTermination Date. The Participant agrees You agree to lend such assistance as he or she you may be able, at the Company’s or its Subsidiaries or Affiliates Covanta Companies request in connection with any proceedings relating to such letters of patent, trade secrets, copyright or application thereof, as may be determined by the Company or its Subsidiaries or Affiliates Covanta Companies to be reasonably necessary. The CompanyCovanta Companies, in its their sole discretion, may agree to pay the Participant you a reasonable fee to defray any costs or time incurred by the Participant you in providing such assistance. The Participant You shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques.

Assignment of Inventions. Any (a) I agree to disclose and hereby assign to the Company or its nominee any and all writingsof my right, title and interest in any inventions, know-how, discoveries, improvements, original works of authorship, designs, software, source code, object code, programs, formulas, processes, procedures and/or techniques now developments, trade secrets, trademarks, copyrights, service marks, logos and related proprietary information and materials, whether patentable, copyrightable, subject to trademark registration, or hereafter acquirednot, madewhich I may make or conceive either solely or jointly with others and which: (i) were made using equipment, conceivedsupplies, discovered facilities or developed trade secret information of the Company, or (ii) relate at the time of conception or reduction to practice thereof either to the business of the Company or to the Company’s actual or demonstrably anticipated research or development, or (iii) results from any work that I perform for the Company (collectively referred to as the “Innovations”). All such Innovations and the benefits thereof shall be owned exclusively in perpetuity by the ParticipantCompany, free of any of my claims. (b) In order to allow the Company to claim rights in those Innovations which it owns or owns an interest in, I shall promptly and fully disclose in writing to the Company the subject matter of every Innovation that I make or conceive, either solely or jointly with any other person others, and all copyright, trademark, domain name and patent applications naming me as an author, co-author, owner, co-owner, inventor or personsa co-inventor, whether or not during working hours and whether or not at the same are required by this Agreement to be assigned to the Company. Upon the request of the Company, I shall make all reasonable efforts to provide further disclosure of the aforesaid Innovations in which the Company may reasonably claim ownership or for which the Company requires additional information in order to determine its ownership rights. The Company shall maintain all disclosures made hereunder of Innovations owned by me in confidence. (c) With respect to any Innovations in which the Company owns an interest pursuant to this Section 2, I agree, upon the suggestion Company’s reasonable request, to execute, acknowledge, and deliver all such further documents including applications for letters patent, trademark, domain name and/or copyright registration, as may be necessary or, in the opinion of the Company Company, advisable, to obtain letters patent and/or trademark, domain name or its Subsidiaries or Affiliatescopyright registration for Innovations in the United States and in any other country, which relate and the right to or are useful claim priority based on the first filed patent application anywhere in connection with any business now or hereafter carried on or contemplated by the world, and to vest title thereto in the Company Groupand its successors, including developments assigns or expansions of its present fields of operations, nominees. The Company shall be have the sole and exclusive property right to seek copyright and/or patent and/or trademark, domain name or tradename protection in its own name for any of the Company foregoing Innovations, and to seek any extensions or its Subsidiaries renewals thereof. (d) I agree not to (i) take and or Affiliates, as applicable. The Participant shall make full disclosure to solicit and or accept any of the Company or its Subsidiaries or Affiliates of all such writings, inventions, improvements, processes, procedures, techniques, or any other material of a proprietary nature, including, without limitation, any ideas, inventions, discoveries, improvements, developments, designs, methods, systems, computer programs, trade secrets or other intellectual Company’s property whether or not patentable or copyrightable and specifically including, but not limited to, copyright clients, client information, trading statements, trading information, vendors including technology partners, liquidity partners, new product information, blueprints, drawings, sketches, notebooks, computer programs, formulas, data, listings, specifications and mask worksdocuments, formulae, compositions, products, processes, apparatusor copies thereof, and new uses any items relating to or exhibiting the Company’s trade secrets or Confidential or Proprietary Information or (ii) use for any purpose the residuals resulting from access to or work with those items set forth in sub clause (i) above. The term “residuals” means information in non-tangible form, including ideas, concepts, know-how or techniques which may be retained in my mind, even if I made no effort to refresh my recollection in anticipation of existing materials or machines in conjunction with the use of said residuals. Further, I agree not to intentionally memorize the information so as to reduce it to a non-tangible form for the purpose of creating a residual. (collectivelye) I will not assert any rights under any Innovations or any information, “Inventions”)knowledge, madedata or know- how related thereto, conceived as having been made or first reduced acquired by me prior to practice the date hereof. (f) I agree that any copyrightable works made by the Participant me (solely or jointly with others while employed others) that are otherwise covered by the Company or its Subsidiaries or Affiliates terms hereof and which relate that are protectable by copyright, shall be deemed to or result from be “works made for hire,” as that term is defined in the actual or anticipated businessUnited States Copyright Act (17 U.S.C. section 101). Accordingly, work, research or investigation of the Company Group or which are suggested by or result from any task assigned to or performed by the Participant for the Company Group; and the Participant shall do everything necessary or desirable to vest the absolute title thereto in the Company or its Subsidiaries or Affiliates, as applicable. The Participant shall write and prepare all descriptions, specifications and procedures regarding the Inventions as may be required by the Company or its Subsidiaries or Affiliates to protect the Company’s or its Subsidiaries or Affiliates rights in and to the Inventions, and otherwise aid and assist the Company or its Subsidiaries or Affiliates so that the Company or its Subsidiaries or Affiliates can prepare and present applications for copyright or letters patent therefor and can secure such copyright or letters patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that the Company or its Subsidiaries or Affiliates shall be the sole and absolute exclusive author and owner thereof of all such copyrightable works and all right, title and interest therein and thereto, including, without limitation, all copyrights (and all renewals and extensions thereof). To the extent that any of such works are not determined to be a work for hire, I hereby irrevocably, permanently, exclusively and absolutely assign and grant to the Company all title, right and interest in and to such works, including, without limitation, all countries in which it may desire to have copyright or patent protectioncopyrights therein (and all renewals and extensions thereof). The Participant willCompany shall have the sole and exclusive right to use and exploit such works, at the Company’s in whole or its Subsidiaries in part, in any media or Affiliates requesttechnology known or hereafter devised, execute any and all assignment, patent or copyright forms and the like, deemed reasonably necessary by the Company or its Subsidiaries or Affiliatein perpetuity. The Company’s or its Subsidiaries or Affiliates rights hereunder shall not be limited in and to this country but shall extend to any country in the world and shall attach to each Invention notwithstanding that it is perfected, improved, reduced to specific form or used after termination the Participant’s employment. The Participant agrees to lend such assistance as he or she works may be ableassigned and licensed without limitation, at and any such assignment or license shall be binding on me shall inure to the benefit of such assignee or licensee. I shall have no rights of consultation and/or approval with respect to the Company’s or its Subsidiaries or Affiliates request in connection exploitation, revision and/or use of such works. Moreover, I hereby waive, forfeit, relinquish and abandon all “moral rights” (as said term is commonly understood) and all rights of attribution and integrity that I may otherwise have had with any proceedings relating respect to such letters works through the universe, and all rights that I might otherwise have had under the Visual Artists Rights Act of patent1990. (g) As to any Innovations in which I own an interest and the Company does not, whether or not invented, created or acquired prior to the date hereof, I will not without the express written consent of the Company, incorporate or use, or participate in the incorporation or use, of any such Innovations into any products or services of the Company, and upon discovery that any such Innovations have been, or are being, or are about to be, incorporated or used in the Company’s products or services or a product or service being designed or planned for or by the Company in violation of any rights that I may claim, I shall give the Company written notice of that fact, together with such detail as is then known, within three (3) days of such discovery. I agree that if, in breach of these provisions, I incorporate or use, or participate in the incorporation or use, of any such Innovations in any products or services of the Company, or upon discovery that such Innovations have been, are being or are about to be incorporated or used in a product or service of the Company, or a product or service being designed or planned for or by the Company, and/or I do not give the Company written notice of that fact, together with such detail as is then known, within three (3) days of such discovery, then to that extent, the Company shall have a royalty-free, transferable, nonexclusive license to make, have made, reproduce, use and sell and otherwise practice any such Innovations (h) The Company’s rights in the Innovations may be freely assigned and licensed and any such assignment or license shall be binding upon me and shall inure to the benefit of such assignee or licensee. I warrant that except for material the Company provides to me, the Innovations either are original with me or are fully cleared by me, and that neither the Innovations nor the Company’s use of the Innovations as contemplated by this Agreement will infringe or violate any rights of any person or entity, nor shall the Company be required to pay or incur any sums to any person or entity as a result of the Company’s ownership, acquisition, use or exploitation of the Innovations, except as herein provided. (i) By execution of this Agreement, I irrevocably constitute and appoint the Company with full power of substitution, to be my true and lawful attorney to execute, acknowledge, swear and file all instruments and documents, and to take any action which shall be deemed to be necessary, appropriate or desirable to effectuate the provisions of this Section 2. The powers of attorney granted herein shall be deemed to be coupled with an interest and shall be irrevocable and survive the occurrence of my death, disability or bankruptcy. (j) I hereby represent to the Company that, except to the extent that I have disclosed the same to the Company in writing, I am not bound by any agreement or any other previous or existing business relationship which conflicts with or prevents the full performance of my duties and obligations to the Company (including my duties and obligations under this or any other agreement with the Company except as expressly limited herein or therein). (k) I understand that the Company does not desire to acquire from me any trade secrets, copyright know-how or application thereofconfidential business information that I may have acquired from others. Therefore, as may be determined by I agree with the Company or its Subsidiaries or Affiliates to be reasonably necessary. The Company, that I will not improperly use or disclose any proprietary information or trade secrets of any former or current employer, or any other person or entity with whom I have an agreement or to whom I owe a duty to keep such information in its sole discretion, may agree to pay the Participant a reasonable fee to defray any costs or time incurred by the Participant in providing such assistance. The Participant shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniquesconfidence.

Assignment of Inventions. Any (i) During and all writingsafter Executive’s employment with the Corporation, Executive will promptly disclose, assign and transfer to the Corporation any right, title or interest in any inventions, improvements, processes, procedures and/or techniques now or hereafter acquired, made, conceived, discovered or developed by the Participant, either solely or jointly with any other person or persons, whether or not during working hours and whether or not at the request or upon the suggestion of the Company or its Subsidiaries or Affiliates, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company Group, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of the Company or its Subsidiaries or Affiliates, as applicable. The Participant shall make full disclosure to the Company or its Subsidiaries or Affiliates of all such writings, inventions, improvements, processes, procedures, techniques, or any other material of a proprietary nature, including, without limitation, any ideas, inventionsdesigns, discoveries, improvementsworks of authorship, creations, ideas, developments, designs, methods, systems, computer programs, trade secrets improvements or other intellectual property whether or not patentable or copyrightable and specifically including, but not limited to, copyright and mask works, formulae, compositions, products, processes, apparatus, and new uses of existing materials or machines software (collectively, “Inventions”), madethat Executive may have or acquire, conceived in whole or first reduced to practice in part, as a result of Executive’s employment by the Participant Corporation. This obligation applies to any Inventions that relate to the Business, whether or not the Inventions are created, originated, developed or conceived of by Executive solely or jointly with others while employed by the Company others, or its Subsidiaries during business hours or Affiliates on personal time, and which relate to whether or result from the actual or anticipated business, work, research or investigation of the Company Group or which are suggested by or result from any task assigned to or performed by the Participant for the Company Group; and the Participant shall do everything necessary or desirable to vest the absolute title thereto in the Company or its Subsidiaries or Affiliates, as applicable. The Participant shall write and prepare all descriptions, specifications and procedures regarding not the Inventions as may be required by the Company are protected or its Subsidiaries protectable under applicable patent, trademark, service ▇▇▇▇, copyright or Affiliates to protect the Company’s or its Subsidiaries or Affiliates rights in trade secret laws. Executive will transfer such Inventions free of all encumbrances and to the Inventionsrestrictions, and otherwise aid promptly take any action, including executing and assist the Company or its Subsidiaries or Affiliates so that the Company or its Subsidiaries or Affiliates can prepare and present applications for copyright or letters patent therefor and can secure such copyright or letters patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that the Company or its Subsidiaries or Affiliates shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. The Participant will, at the Company’s or its Subsidiaries or Affiliates request, execute delivering any and all assignment, patent or copyright forms and the likedocumentation, deemed reasonably necessary by the Company Corporation to effectuate the transfer or its Subsidiaries or Affiliate. The Company’s or its Subsidiaries or Affiliates prosecution of ownership rights hereunder in the United States and any other country as the Corporation may request. (ii) Notwithstanding anything else in this Agreement, Executive understands that this Paragraph 4(c) shall not apply to an invention for which no equipment, supplies, facility or trade secret information of the Corporation was used and which was developed entirely on Executive’s own time, unless the invention (i) relates to the business of the Corporation or to the Corporation’s actual or demonstrably anticipated research or development or (ii) results from any work Executive performs or has performed for the Corporation. (iii) Executive acknowledges that any computer programs, documentation, works of authorship or other copyrightable works that Executive creates in whole or in part during Executive’s employment with the Corporation shall: (X) be limited to this country but shall extend to any country in considered “works made for hire” under Section 101 of the world U.S. Copyright Act, 17 U.S.C. § 101; (Y) be considered confidential information under Paragraph 4(a); and shall attach to each Invention notwithstanding that it is perfected, improved, reduced to specific form or used after termination the Participant’s employment. The Participant agrees to lend such assistance as he or she may (Z) be able, at the Company’s or its Subsidiaries or Affiliates request in connection with any proceedings relating to such letters of patent, trade secrets, copyright or application thereof, as may be determined covered by the Company or its Subsidiaries or Affiliates to be reasonably necessary. The Company, in its sole discretion, may agree to pay the Participant a reasonable fee to defray any costs or time incurred by the Participant in providing such assistance. The Participant shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniquesParagraph 4(a) above.

Assignment of Inventions. Any Chairman agrees that all Confidential Information, and all writingsdeliverables, discoveries, inventions, improvementsideas, concepts, trademarks, service marks, logos, processes, procedures and/or techniques now products, formulas, computer programs or hereafter acquiredsoftware, madesource codes, conceivedobject codes, discovered algorithms, machines, apparatuses, items of manufacture or developed by the Participant, either solely or jointly with any other person or persons, whether or not during working hours and whether or not at the request or upon the suggestion composition of the Company or its Subsidiaries or Affiliates, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company Group, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of the Company or its Subsidiaries or Affiliates, as applicable. The Participant shall make full disclosure to the Company or its Subsidiaries or Affiliates of all such writings, inventions, improvements, processes, procedures, techniquesmatter, or any other material new uses therefore or improvements thereon, or any new designs or modifications or configurations of a proprietary natureany kind, or works of authorship of any kind, including, without limitation, any ideascompilations and derivative works, inventions, discoveries, improvements, developments, designs, methods, systems, computer programs, trade secrets or other intellectual property whether or not patentable or copyrightable and specifically includingcopyrightable, but conceived, developed, reduced to practice or otherwise made by Chairman, either alone or with others, in the course of Chairman’s Interim CEO Services , whether or not limited toconceived, copyright and mask worksdeveloped, formulae, compositions, products, processes, apparatus, and new uses of existing materials reduced to practice or machines made on the Company’s premises (collectively, “Company Inventions”), madeand any and all services and products which embody, conceived emulate or first reduced to practice by the Participant solely employ any such Company Invention or jointly with others while employed by the Company or its Subsidiaries or Affiliates and which relate to or result from the actual or anticipated business, work, research or investigation of the Company Group or which are suggested by or result from any task assigned to or performed by the Participant for the Company Group; and the Participant shall do everything necessary or desirable to vest the absolute title thereto in the Company or its Subsidiaries or Affiliates, as applicable. The Participant shall write and prepare all descriptions, specifications and procedures regarding the Inventions as may be required by the Company or its Subsidiaries or Affiliates to protect the Company’s or its Subsidiaries or Affiliates rights in and to the Inventions, and otherwise aid and assist the Company or its Subsidiaries or Affiliates so that the Company or its Subsidiaries or Affiliates can prepare and present applications for copyright or letters patent therefor and can secure such copyright or letters patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that the Company or its Subsidiaries or Affiliates Confidential Information shall be the sole property of the Company, as applicable, and absolute owner thereof in all countries in which it may desire copyrights, patents, patent rights, trademarks and reproduction rights to, and other proprietary rights in, each such Company Invention or Confidential Information, whether or not patentable or copyrightable, shall belong exclusively to have the Company. Chairman agrees that all such Company Inventions shall constitute works made for hire under the copyright or patent protectionlaws of the United States. The Participant willChairman ▇▇▇▇▇▇ assigns and, to the extent any such assignment cannot be made at the Company’s present time, agrees to assign, to the Company (or one its Subsidiaries or Affiliates request, execute designees) any and all assignmentCompany Inventions, patent and all copyrights, patents and other proprietary rights that Chairman may have in any such Company Invention. The preceding sentence specifically includes without limitation the right to file and/or own wholly (without restrictions) applications for United States and foreign patents, trademark registration and copyright registration, and any patent, or trademark or copyright forms and the like, deemed reasonably necessary by the Company or its Subsidiaries or Affiliateregistration issuing thereon. The Company’s or its Subsidiaries or Affiliates rights hereunder shall not be limited to this country but shall extend to any country in the world and shall attach to each Invention notwithstanding that it is perfected, improved, reduced to specific form or used after termination the Participant’s employment. The Participant agrees to lend such assistance as he or she may be able, at the Company’s or its Subsidiaries or Affiliates request in connection with any proceedings relating to such letters of patent, trade secrets, copyright or application thereof, as may be determined by the Company or its Subsidiaries or Affiliates to be reasonably necessary. The Company, in its sole discretion, may agree to pay the Participant a reasonable fee to defray any costs or time incurred by the Participant in providing such assistance. The Participant shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques.​

Assignment of Inventions. Any and all writings, inventions, improvements, processes, procedures and/or techniques now or hereafter acquired, made, conceived, discovered or developed (a) During his employment by the ParticipantCompany, either solely or jointly with any other person or persons, whether or not during working hours and whether or not at the request or upon the suggestion of the Company or its Subsidiaries or Affiliates, which relate to or are useful in connection with any business now or hereafter carried on or contemplated all Inventions made by the Company Group, including developments or expansions of its present fields of operations, Employee shall be the sole and exclusive property of the Company, and the Employee agrees to perform the provisions of this Section without the payment by the Company of any royalty or any consideration therefore whatsoever, other than the regular compensation paid to the Employee in his capacity as an Employee. The Company shall have the royalty-free right to use in its Subsidiaries or Affiliatesbusiness, and to make, use and sell products, processes and/or services derived from any Inventions, as applicable. The Participant shall make full disclosure to well as improvements thereof or know-how related thereto, which are conceived or made by the Employee during the period he is engaged by the Company or its Subsidiaries with the use or Affiliates assistance of all such writingsthe Company's facilities, inventions, improvements, processes, procedures, techniques, or any other material of a proprietary nature, including, without limitation, any ideas, inventions, discoveries, improvements, developments, designs, methods, systems, computer programs, trade secrets or other intellectual property whether or not patentable or copyrightable and specifically including, but not limited to, copyright and mask works, formulae, compositions, products, processes, apparatus, and new uses of existing materials or machines personnel. (collectively, “Inventions”), made, conceived b) The Employee will not assert any rights under any Inventions as having been made or first reduced acquired by him prior to practice by the Participant solely or jointly with others while his being employed by the Company or during the term of his employment if based on or otherwise related to the business, Trade Secrets or other professional or confidential information of the Company. (c) All Inventions based on or related to any Related Company's business, Trade Secrets, or other professional or confidential information, which the Employee makes, discovers or conceives, shall be the sole property of the Company. In the event that the Employee develops and/or conceives of an Invention, he shall notify the Company of such an Invention. At such time, the Employee shall apply, at the Company's request and expense, for any and all letters patent or copyrights domestic and/or foreign as the Company, in its Subsidiaries sole discretion may desire, either in the Employee's name or Affiliates otherwise as the Company shall desire and so designate. (d) The Employee hereby assigns to the Company or to any person or entity designated by the Company any and all of his rights to such Inventions, and to applications for Canadian and/or foreign letters patent, trade or other marks, or copyrights and to Canadian and/or foreign letters patent, trademarks or copyrights granted upon such Inventions. The Employee also agrees to promptly execute written assignments of all his rights in any and all modifications, continuations, continuations in part, divisions, extensions, and any and all other lineages of said patent(s) and/or copyright(s) and trademark(s) which relate to such Inventions to the Company, or result from its designee, and further agrees to sign and properly execute any and all such necessary and lawful papers as the actual Company requires, at the Company's sole discretion and expense, to carry out such assignments and for filing and prosecuting domestic and/or foreign patent, copyright and/or trademark applications. The Employee also agrees to perform such further acts, which may be required to carry out the intent of this Agreement. (e) Any and all developments or anticipated businessinventions made outside of the scope, workdirection, research influence or investigation intent of the definition of Inventions made herein, shall remain the sole and exclusive property of the Employee, except that the Company shall have "shop rights" for the royalty-free use of any and all such inventions developed independently by Employee. (f) The Employee shall acknowledge and deliver promptly to the Company or to any person or entity designated by the Company without charge to the Company but at its expense such written instruments (including applications and assignments) and do such other acts, such as giving testimony, as may be necessary in the opinion of the Company Group or which are suggested by or result from to obtain, maintain, extend, reissue and enforce any task assigned and all Canadian and/or foreign letters patent, trademark(s) and copyright(s) relating to or performed by the Participant for the Company Group; Inventions and the Participant shall do everything necessary or desirable to vest the absolute entire right and title thereto in the Company or its Subsidiaries or Affiliates, as applicablenominee. The Participant shall write Employee acknowledges and prepare all descriptions, specifications and procedures regarding the Inventions as may be required agrees that any copyright developed or conceived of by the Company or its Subsidiaries or Affiliates to protect Employee during the Company’s or its Subsidiaries or Affiliates rights in and term of Employee's engagement which is related to the Inventions, and otherwise aid and assist business of the Company or its Subsidiaries or Affiliates so that the Company or its Subsidiaries or Affiliates can prepare and present applications for copyright or letters patent therefor and can secure such copyright or letters patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that the Company or its Subsidiaries or Affiliates shall be a "work for hire" under the sole copyright laws of the United States and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. The Participant will, at the Company’s or its Subsidiaries or Affiliates request, execute any and all assignment, patent or copyright forms and the like, deemed reasonably necessary by the Company or its Subsidiaries or Affiliate. The Company’s or its Subsidiaries or Affiliates rights hereunder shall not be limited to this country but shall extend to any country in the world and shall attach to each Invention notwithstanding that it is perfected, improved, reduced to specific form or used after termination the Participant’s employment. The Participant agrees to lend such assistance as he or she may be able, at the Company’s or its Subsidiaries or Affiliates request in connection with any proceedings relating to such letters of patent, trade secrets, copyright or application thereof, as may be determined by the Company or its Subsidiaries or Affiliates to be reasonably necessary. The Company, in its sole discretion, may agree to pay the Participant a reasonable fee to defray any costs or time incurred by the Participant in providing such assistance. The Participant shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniquesother applicable jurisdictions.

Assignment of Inventions. Any and all writings(i) If, inventionsin Executive’s capacity as an employee of Company, improvementsExecutive (either alone or with others) makes, processesconceives, procedures and/or techniques now creates, discovers, invents or hereafter acquiredreduces to practice any invention, mademodification, conceiveddiscovery, discovered design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, trade secret or developed by the Participant, either solely or jointly with any other person or persons, whether or not during working hours and whether or not at the request or upon the suggestion of the Company or its Subsidiaries or Affiliates, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company Group, including developments or expansions of its present fields of operations, shall be the sole and exclusive intellectual property of the Company or its Subsidiaries or Affiliates, as applicable. The Participant shall make full disclosure to the Company or its Subsidiaries or Affiliates of all such writings, inventions, improvements, processes, procedures, techniques, right whatsoever or any other material of a proprietary nature, including, without limitation, any ideas, inventions, discoveries, improvements, developments, designs, methods, systems, computer programs, trade secrets or other intellectual property interest therein (whether or not patentable or copyrightable able to be registered under copyright, trademark or similar statutes or subject to analogous protection) (herein called “Inventions”), that (i) relates to the current business of Company or any related or affiliated entity (or a business that Company can demonstrate was contemplated by Company at the time Executive created the Invention) or any of the products or services being developed, manufactured or sold by Company or any related or affiliated entity or that is designed to be used in relation therewith, (ii) results from tasks assigned to Executive by Company or any related or affiliated entity or (iii) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for or by Company or any related or affiliated entity, such Inventions and specifically the benefits thereof are and shall immediately become the sole and absolute property of Company and its assigns, as Works Made for Hire, as defined in 17 U.S.C. § 101 or otherwise, and Executive shall promptly disclose to Company (or any persons designated by it) each such Invention, and, as may be necessary to ensure Company’s ownership of such Inventions, Executive (i) hereby assigns any rights (including, but not limited to, copyright any copyrights and mask workstrademarks and including, formulaewithout limitation, compositionsany and all applications for patents (U.S. and foreign) and all divisions, products, processes, apparatuscontinuations, and new uses continuations-in-part thereof) he may have or acquire in the Inventions and benefits and/or rights resulting therefrom to Company and its assigns without further compensation, (ii) shall communicate, without cost or delay, and without disclosing to others the same, all available information relating thereto (with all necessary plans and models) to Company, and (iii) shall assist Company, as is reasonable, in all matters necessary or desirable as regards the prosecution, development, or defense of existing materials any such assigned rights, without additional compensation. (ii) Company has informed Executive and Executive hereby agrees that as provided in Section 2870 of the California Labor Code, the requirement to assign inventions hereunder shall not apply to an invention that (i) Executive develops entirely on Executive’s own time without using Company’s equipment, supplies, facilities or machines trade secret Information not known by Executive independently of his employment relationship with Company and (collectivelyii) is not actually or demonstrably related to or based on the work that is being performed by Executive during Executive’s employment with Company. Executive shall take all action and execute and deliver all agreements, “Inventions”)assignments, madeand other documents, including, without limitation, all patent applications and assignments, requested by Company to establish Company’s rights, If any, under this Section and to vest on Company title to all discoveries and intellectual property rights which are the property of Company under this Section. Executive shall disclose to Company all discoveries and intellectual property rights (except those that he is contractually obligated not to disclose) that are conceived by Executive’s during the term of employment which he believes meet the criteria set forth in California Labor Code Section 2870, whether or not the property of Company under the terms of the preceding sentence. (iii) Executive has attached to this Agreement as Exhibit D, a complete list of all developments, discoveries, improvements, inventions, trade secrets, or technical or journal writings or other works of authorship which he has made or conceived or first reduced to practice by the Participant solely alone or jointly with others while employed prior to Executive’s employment by the Company or its Subsidiaries or Affiliates which are not subject to a confidentiality agreement that would bar such listing (collectively “Excluded Inventions”); and which relate to or result from the actual or anticipated business, work, research or investigation Executive covenants that such list is complete as of the date of this Agreement. If no such list is attached to this Agreement, Executive represents that he has made no Excluded Inventions at the time of signing this Agreement. Company Group will not require Executive to assign any rights he may have in any of Excluded Inventions. Furthermore, the listed Excluded Inventions will not be classified as Proprietary Information or Inventions. If, during the period in which Executive maintains Executive’s relationship with Company, he makes, conceives, or reduces the practice alone or jointly with others an Invention that is not a Work Made For Hire owned by Company as described above, and that he is not obligated to assign to Company as described above, he shall promptly notify Company in writing and Exhibit D shall be deemed amended to include such Invention as an Excluded Invention; provided, however, that under no circumstances shall Executive’s (i) notification obligations hereunder be deemed to require that Executive divulge to Company information that he is contractually obligated not to so disclose and (ii) failure to so notify Company give rise to any implication or presumption that the applicable Invention is in any way subject to ownership or other rights of Company. Executive shall not, in the course of Executive’s employment with Company, incorporate into a product, process or machine, an Excluded Invention or any other inventions, technical writings, papers, journal articles, developments, improvements, and trade secrets which were made by Executive prior to Executive’s employment with Company, which are suggested owned by Executive or result from in which he has an exclusive interest without first notifying Company of Executive’s intention to do so and without having negotiated and documented with Company an arrangement that would permit Company to use any task assigned to or performed by the Participant for the Company Group; and the Participant shall do everything necessary or desirable to vest the absolute title thereto such incorporated item in the affected product, process or machine. Executive acknowledges and agrees that Company and its subsidiaries or its Subsidiaries affiliates are free to compete or Affiliatesdevelop information, as applicable. The Participant shall write inventions and prepare all descriptions, specifications products within the areas and procedures regarding type of the Inventions as may be required Excluded Inventions; provided that any such acknowledgement by the Company or its Subsidiaries or Affiliates to protect the Company’s or its Subsidiaries or Affiliates rights in and to the Inventions, and otherwise aid and assist the Company or its Subsidiaries or Affiliates so that the Company or its Subsidiaries or Affiliates can prepare and present applications for copyright or letters patent therefor and can secure such copyright or letters patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that the Company or its Subsidiaries or Affiliates shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. The Participant will, at the Company’s or its Subsidiaries or Affiliates request, execute any and all assignment, patent or copyright forms and the like, deemed reasonably necessary by the Company or its Subsidiaries or Affiliate. The Company’s or its Subsidiaries or Affiliates rights hereunder Executive shall not be limited to this country but shall extend to deemed Executive’s agreement that Company may in any country way infringe upon any rights in the world and shall attach to each Invention notwithstanding that it is perfected, improved, reduced to specific form Excluded Inventions owned by Executive or used after termination the ParticipantExecutive’s employment. The Participant agrees to lend such assistance as he or she may be able, at the Company’s or its Subsidiaries or Affiliates request in connection with any proceedings relating to such letters of patent, trade secrets, copyright or application thereof, as may be determined by the Company or its Subsidiaries or Affiliates to be reasonably necessary. The Company, in its sole discretion, may agree to pay the Participant a reasonable fee to defray any costs or time incurred by the Participant in providing such assistance. The Participant shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniquesco-developers (if any).

Assignment of Inventions. Any Executive shall promptly make full written disclosure to Company, will hold in trust for the sole right and benefit of Company, and hereby assigns, transfers, conveys, grants and sets over to Company, or its designee, all Executive's worldwide right, title, and interest in and to any and all writings, inventions, improvements, processes, procedures and/or techniques now or hereafter acquired, made, conceived, discovered or developed by the Participant, either solely or jointly with any other person or persons, whether or not during working hours and whether or not at the request or upon the suggestion original works of the Company or its Subsidiaries or Affiliates, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company Group, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of the Company or its Subsidiaries or Affiliates, as applicable. The Participant shall make full disclosure to the Company or its Subsidiaries or Affiliates of all such writings, inventions, improvements, processes, procedures, techniques, or any other material of a proprietary nature, including, without limitation, any ideas, inventions, discoveries, improvementsauthorship, developments, designsconcepts, methodsimprovements or trade secrets, systems, computer programs, trade secrets or other intellectual property whether or not patentable or copyrightable and specifically including, but not limited to, copyright all writings, documents, discoveries, computer programs or instructions (whether in source code, object code, or any other form), plans, memoranda, tests and mask workstest results, formulaeresearch, compositionsdesigns, productsgraphical elements, processesgraphic layouts and designs, apparatuswebsite designs, computer graphics, computer animations, artwork models, advertisements, marketing materials, specifications, data, diagrams, sales and new uses of existing marketing techniques, customer training materials and techniques, flow charts, and/or other techniques (whether reduced to written form or machines (collectivelyotherwise) that Executive may solely or jointly create, “Inventions”)make, record, discover, conceive, develop or reduce to practice, or cause to be created, made, conceived recorded, discovered, conceived, developed or first reduced to practice practice, whether during working hours at Company's facility or at any other time or location, whether upon the request or suggestion of Company or otherwise, and whether or not patentable or registrable under copyright or similar laws, from the date Executive's employment with Company commenced until Executive's cessation of employment with Company, which relate in any way to Company's existing or proposed business, products or research and development, including, but not limited to, the work that Executive performs for Company (collectively referred to as "Inventions"). The Inventions shall include any and all intellectual property rights inherent in the Inventions and appurtenant thereto including, without limitation, all patent rights, copyrights, trademarks, know-how and trade secrets (collectively referred to as "Intellectual Property Rights"). Executive further acknowledges that all original works of authorship which are made by the Participant Executive (solely or jointly with others while employed by others) from the date Executive's employment with Company commenced until Executive's cessation of employment with Company that relates in any manner to the current or its Subsidiaries or Affiliates future business of Company and which relate to or result from the actual or anticipated business, work, research or investigation of the Company Group or which are suggested protectable by or result from any task assigned to or performed by the Participant copyright are "works made for the Company Group; and the Participant shall do everything necessary or desirable to vest the absolute title thereto hire," as that term is defined in the Company or its Subsidiaries or Affiliates, as applicable. The Participant shall write and prepare all descriptions, specifications and procedures regarding the Inventions as may be required by the Company or its Subsidiaries or Affiliates to protect the Company’s or its Subsidiaries or Affiliates rights in and to the Inventions, and otherwise aid and assist the Company or its Subsidiaries or Affiliates so that the Company or its Subsidiaries or Affiliates can prepare and present applications for copyright or letters patent therefor and can secure such copyright or letters patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that the Company or its Subsidiaries or Affiliates shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. The Participant will, at the Company’s or its Subsidiaries or Affiliates request, execute any and all assignment, patent or copyright forms and the like, deemed reasonably necessary by the Company or its Subsidiaries or Affiliate. The Company’s or its Subsidiaries or Affiliates rights hereunder shall not be limited to this country but shall extend to any country in the world and shall attach to each Invention notwithstanding that it is perfected, improved, reduced to specific form or used after termination the Participant’s employment. The Participant agrees to lend such assistance as he or she may be able, at the Company’s or its Subsidiaries or Affiliates request in connection with any proceedings relating to such letters of patent, trade secrets, copyright or application thereof, as may be determined by the Company or its Subsidiaries or Affiliates to be reasonably necessary. The Company, in its sole discretion, may agree to pay the Participant a reasonable fee to defray any costs or time incurred by the Participant in providing such assistance. The Participant shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniquesUnited States Copyright Act.

Assignment of Inventions. Any The Employee hereby acknowledges and agrees that the Company shall have a complete, absolute and exclusive right, title, and interest in and for any and all writings, inventions, improvements, processes, procedures and/or techniques now or hereafter acquired, made, conceived, discovered or developed by the Participant, either solely or jointly with any other person or persons, whether or not during working hours and whether or not at the request or upon the suggestion of the Company or its Subsidiaries or Affiliates, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company Group, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of the Company or its Subsidiaries or Affiliates, as applicable. The Participant shall make full disclosure to the Company or its Subsidiaries or Affiliates of all such writings, inventions, improvements, processes, procedures, techniques, or any other material of a proprietary nature, including, without limitation, any ideas, inventions, discoveries, improvementsideas, designs, copyrightable works, original works of authorship, developments, designsimprovements, concepts, technical methods, systems, computer programsknow-how, trade secrets secrets, and other productions or other items containing intellectual property properties of any nature, whether or not patentable or copyrightable and specifically including, but not limited to, copyright and mask works, formulae, compositions, products, processes, apparatusotherwise registrable under the laws of any countries, and new uses of existing materials whether or machines (collectively, “Inventions”), made, conceived or first not reduced to practice practice, made or conceived by the Participant Employee, whether solely by the Employee or jointly with others while employed by others, (a) during the Company or its Subsidiaries or Affiliates and which period of the Employee’s employment with the Company, (i) that relate in any manner to or result from the actual or demonstrably anticipated business, work, or research or investigation and development of the Company Group Company, its affiliates or which subsidiaries, or (ii) that are developed in whole or in part on the Company’s time or using the Company’s equipment, supplies, facilities or Confidential Information, or (iii) that result from or are suggested by or result from any task assigned to the Employee or any work performed by the Participant Employee for or on behalf of the Company, its affiliates or subsidiaries, or within the scope of the Employee’s duties and responsibilities with the Company, its affiliates or subsidiaries, and (b) within one (1) year after termination of the Employee’s employment with the Company Group; that are related to any of the Employee’s activities during the term of the Employee’s employment with the Company (collectively referred to as “Inventions”). In the event that the Employee has any right or title to or interest in any Inventions, the Employee hereby assigns such right, title or interest to the Company. In the event that the Employee cannot assign any right or title to or interest in any Inventions to the Company, he/her hereby grants the Company an exclusive, royalty-free, assignable, irrevocable and worldwide license (including the Participant shall do everything necessary right to sublicense through multilayered sublicensing) to exercise such right, title and interest that the Employee cannot assign to the Company. If the Employee can neither assign nor license to the Company any right, title or desirable interest he/she may have to vest or in any Inventions, the absolute title thereto in Employee hereby irrevocably waives his/her right to assert and agrees that he/she will never assert any claims against the Company or its Subsidiaries any Company’s successor with respect to such right, title or Affiliates, as applicableinterest that the Employee can neither assign nor license to the Company. The Participant shall write and prepare all descriptions, specifications and procedures regarding the Inventions as Employee hereby waives any moral rights to which he/she may be required by the Company or its Subsidiaries or Affiliates to protect the Company’s or its Subsidiaries or Affiliates rights in and have to the Inventions, and otherwise aid and assist the Company or its Subsidiaries or Affiliates so that the Company or its Subsidiaries or Affiliates can prepare and present applications for copyright or letters patent therefor and can secure such copyright or letters patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that the Company or its Subsidiaries or Affiliates shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. The Participant will, at the Company’s or its Subsidiaries or Affiliates request, execute any and all assignment, patent or copyright forms and the like, deemed reasonably necessary by the Company or its Subsidiaries or Affiliate. The Company’s or its Subsidiaries or Affiliates rights hereunder shall not be limited to this country but shall extend to any country in the world and shall attach to each Invention notwithstanding that it is perfected, improved, reduced to specific form or used after termination the Participant’s employment. The Participant agrees to lend such assistance as he or she may be able, at the Company’s or its Subsidiaries or Affiliates request in connection with any proceedings relating to such letters of patent, trade secrets, copyright or application thereof, as may be determined by the Company or its Subsidiaries or Affiliates to be reasonably necessary. The Company, in its sole discretion, may agree to pay the Participant a reasonable fee to defray any costs or time incurred by the Participant in providing such assistance. The Participant shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques.

Assignment of Inventions. Any The Employee hereby acknowledges and agrees that the Company shall have a complete, absolute and exclusive right, title, and interest in and for any and all writings, inventions, improvements, processes, procedures and/or techniques now or hereafter acquired, made, conceived, discovered or developed by the Participant, either solely or jointly with any other person or persons, whether or not during working hours and whether or not at the request or upon the suggestion of the Company or its Subsidiaries or Affiliates, which relate to or are useful in connection with any business now or hereafter carried on or contemplated by the Company Group, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of the Company or its Subsidiaries or Affiliates, as applicable. The Participant shall make full disclosure to the Company or its Subsidiaries or Affiliates of all such writings, inventions, improvements, processes, procedures, techniques, or any other material of a proprietary nature, including, without limitation, any ideas, inventions, discoveries, improvementsideas, designs, copyrightable works, original ​ ​ works of authorship, developments, designsimprovements, concepts, technical methods, systems, computer programsknow-how, trade secrets secrets, and other productions or other items containing intellectual property properties of any nature, whether or not patentable or copyrightable and specifically including, but not limited to, copyright and mask works, formulae, compositions, products, processes, apparatusotherwise registrable under the laws of any countries, and new uses of existing materials whether or machines (collectively, “Inventions”), made, conceived or first not reduced to practice practice, made or conceived by the Participant Employee, whether solely by the Employee or jointly with others while employed by others, (a) during the Company or its Subsidiaries or Affiliates and which period of the Employee’s employment with the Company, (i) that relate in any manner to or result from the actual or demonstrably anticipated business, work, or research or investigation and development of the Company Group Company, its affiliates or which subsidiaries, or (ii) that are developed in whole or in part on the Company’s time or using the Company’s equipment, supplies, facilities or Confidential Information, or (iii) that result from or are suggested by or result from any task assigned to the Employee or any work performed by the Participant Employee for or on behalf of the Company, its affiliates or subsidiaries, or within the scope of the Employee’s duties and responsibilities with the Company, its affiliates or subsidiaries, and (b) within three (3) year after termination of the Employee’s employment with the Company Group; that are related to any of the Employee’s activities during the term of the Employee’s employment with the Company (collectively referred to as “Inventions”). In the event that the Employee has any right or title to or interest in any Inventions, the Employee hereby assigns such right, title or interest to the Company. In the event that the Employee cannot assign any right or title to or interest in any Inventions to the Company, he/her hereby grants the Company an exclusive, royalty-free, assignable, irrevocable and worldwide license (including the Participant shall do everything necessary right to sublicense through multilayered sublicensing) to exercise such right, title and interest that the Employee cannot assign to the Company. If the Employee can neither assign nor license to the Company any right, title or desirable interest he/she may have to vest or in any Inventions, the absolute title thereto in Employee hereby irrevocably waives his right to assert and agrees that he/she will never assert any claims against the Company or its Subsidiaries any Company’s successor with respect to such right, title or Affiliates, as applicableinterest that the Employee can neither assign nor license to the Company. The Participant shall write and prepare all descriptions, specifications and procedures regarding the Inventions as Employee hereby waives any moral rights to which he/she may be required by the Company or its Subsidiaries or Affiliates to protect the Company’s or its Subsidiaries or Affiliates rights in and have to the Inventions, and otherwise aid and assist the Company or its Subsidiaries or Affiliates so that the Company or its Subsidiaries or Affiliates can prepare and present applications for copyright or letters patent therefor and can secure such copyright or letters patent wherever possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to such copyright or patents so that the Company or its Subsidiaries or Affiliates shall be the sole and absolute owner thereof in all countries in which it may desire to have copyright or patent protection. The Participant will, at the Company’s or its Subsidiaries or Affiliates request, execute any and all assignment, patent or copyright forms and the like, deemed reasonably necessary by the Company or its Subsidiaries or Affiliate. The Company’s or its Subsidiaries or Affiliates rights hereunder shall not be limited to this country but shall extend to any country in the world and shall attach to each Invention notwithstanding that it is perfected, improved, reduced to specific form or used after termination the Participant’s employment. The Participant agrees to lend such assistance as he or she may be able, at the Company’s or its Subsidiaries or Affiliates request in connection with any proceedings relating to such letters of patent, trade secrets, copyright or application thereof, as may be determined by the Company or its Subsidiaries or Affiliates to be reasonably necessary. The Company, in its sole discretion, may agree to pay the Participant a reasonable fee to defray any costs or time incurred by the Participant in providing such assistance. The Participant shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, inventions, improvements, processes, procedures and techniques.