Common use of Foreground IP Clause in Contracts

Foreground IP. This subparagraph d. shall not apply to unmodified commercial off‐the‐shelf goods. If Services or goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing. iii. Seller shall, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions assigned hereunder, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints ▇▇▇▇▇ and any of Buyer’s officers and agents as Seller’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by Seller, with respect to executing any such written instruments.

Foreground IP. This subparagraph d. shall not apply to unmodified commercial off‐the‐shelf goodsGoods. If Services or goods Goods are developed, modified or redesigned pursuant to this Contract Order, then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of BuyerBuyer except as set forth in subparagraph (iv) below. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing ITT Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing. iii. Seller shall, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions assigned hereunder, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints ▇▇▇▇▇ and any of Buyer’s officers and agents as Seller▇▇▇▇▇▇’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by Seller▇▇▇▇▇▇, with respect to executing any such written instruments. iv. Subparagraphs ii. and iii. above shall not apply to any Foreground IP to the extent that the development of such Foreground IP was performed with funding received by Buyer under a U.S. Government procurement.

Foreground IP. This subparagraph The following subparagraphs of this paragraph d. shall not apply to unmodified commercial off‐the‐shelf off‐the‐ shelf goods. If Services or goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing. iii. Seller shall, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions assigned hereunder, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints ▇▇▇▇▇ and any of Buyer’s officers and agents as Seller’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by Seller, with respect to executing any such written instruments.

Foreground IP. This subparagraph d. shall not apply to unmodified commercial off‐the‐shelf goodsGoods. If Services or goods Goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing. iii. Seller shall, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions assigned hereunder, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints ▇▇▇▇▇ and any of Buyer’s officers and agents as Seller’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by Seller, with respect to executing any such written instruments.

Foreground IP. This subparagraph The following subparagraphs of this paragraph d. shall not apply to unmodified commercial off‐the‐shelf off‐the‐ shelf goods. If Services or goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of BuyerBuyer except as set forth in subparagraph (iv) below. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing. iii. Seller shall, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions assigned hereunder, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints Buyer and any of ▇▇▇▇▇ and any of Buyer▇’s officers and agents as Seller▇▇▇▇▇▇’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by Seller▇▇▇▇▇▇, with respect to executing any such written instruments. iv. Subparagraphs i., ii. and iii. above shall not apply to any Foreground IP to the extent that the development of such Foreground IP was performed with funding received by Buyer under a U.S. Government procurement.

Foreground IP. This subparagraph d. shall not apply to unmodified commercial off‐the‐shelf goodsGoods. If Services or goods Goods are developed, modified modified, or redesigned pursuant to this Contract Contract, then the paragraphs subparagraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Buyer’s Proprietary Information and Materials under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing. iii. Seller shall, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions assigned hereunder, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, instruments and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce enforce, and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints ▇▇▇▇▇ and any of Buyer’s officers and agents as Seller’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by Seller, with respect to executing any such written instruments.

Foreground IP. This subparagraph d. shall not apply to unmodified commercial off‐the‐shelf goods. If Services or goods are developed, modified modified, or redesigned pursuant to this Contract Contract, then the paragraphs subparagraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Buyer’s Proprietary Information and Materials under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing. iii. Seller shall, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions assigned hereunder, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, instruments and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce enforce, and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints ▇▇▇▇▇ and any of Buyer’s officers and agents as Seller’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by Seller, with respect to executing any such written instruments.

Foreground IP. This subparagraph d. shall not apply to unmodified commercial off‐the‐shelf goods. If Services or goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing. iii. Seller shall, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer ▇▇▇▇▇ all inventions assigned hereunder, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints ▇▇▇▇▇ and any of Buyer’s officers and agents as Seller’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by Seller, with respect to executing any such written instruments.

Foreground IP. This subparagraph d. shall not apply to unmodified commercial off‐the‐shelf goods. If Services or goods are developed, modified modified, or redesigned pursuant to this Contract then the paragraphs subparagraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Buyer’s Proprietary Information and Materials under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing. iii. Seller shall, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions assigned hereunder, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce enforce, and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints ▇▇▇▇▇ and any of Buyer’s officers and agents as Seller’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by Seller, with respect to executing any such written instruments.

Foreground IP. This subparagraph d. d shall not apply to unmodified commercial off‐the‐shelf goods. If Services or goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing. iii. Seller shall, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions assigned hereunder, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints ▇▇▇▇▇ and any of Buyer’s officers and agents as Seller’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by Seller, with respect to executing any such written instruments.

Foreground IP. This subparagraph The following subparagraphs of this paragraph d. shall not apply to unmodified commercial off‐the‐shelf goods. If Services or goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of BuyerBuyer except as set forth in subparagraph (iv) below. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing. iii. Seller shall, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions assigned hereunder, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints ▇▇▇▇▇ and any of Buyer’s officers and agents as Seller’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by Seller, with respect to executing any such written instruments. iv. Subparagraphs i., ii. and iii. above shall not apply to any Foreground IP to the extent that the development of such Foreground IP was performed with funding received by Buyer under a U.S. Government contract.

Foreground IP. This subparagraph d. shall not apply to unmodified commercial off‐the‐shelf goodsGoods. If Services or goods Goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing. iii. Seller shall, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions assigned hereunder, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ orassist Buyer as described above, Seller hereby irrevocably appoints ▇▇▇▇▇ Buyer and any of Buyer’s officers and agents as Seller’s attorney in fact to act on ▇▇▇▇▇▇Seller’s behalf and instead of Seller, with the same legal force and effect as if executed by Seller, with respect to executing any such written instruments.

Foreground IP. This subparagraph d. shall not apply to unmodified commercial off‐the‐shelf goods. If Services or goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing. iii. Seller shall, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions assigned hereunder, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints Buyer and any of ▇▇▇▇▇ and any of Buyer▇’s officers and agents as Seller▇▇▇▇▇▇’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by Seller▇▇▇▇▇▇, with respect to executing any such written instruments.

Foreground IP. This subparagraph d. shall not apply to unmodified commercial off‐the‐shelf goodsGoods. If Services or goods Goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing. iii. Seller shall, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer ▇▇▇▇▇ all inventions assigned hereunder, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints ▇▇▇▇▇ and any of Buyer’s officers and agents as Seller’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by Seller, with respect to executing any such written instruments.

Foreground IP. This subparagraph d. The following subparagraphs of this paragraph d shall not apply to unmodified commercial off‐the‐shelf goods. If Services or goods are developed, modified or redesigned pursuant to this Contract then the paragraphs subparagraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title title, and interest in the Foreground IP for no additional chargeIP. Seller shall protect Foreground IP as Buyer’s Proprietary Information and Materials under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing. iii. Seller shall, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions assigned hereunder, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, instruments and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce enforce, and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints ▇▇▇▇▇ and any of Buyer’s officers and agents as Seller’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by Seller, with respect to executing any such written instruments.

Foreground IP. This subparagraph The following sub-Sections of this Section d. shall not apply to unmodified commercial off‐the‐shelf goodsProducts. If Services or goods such commercial off-the-shelf Products are developed, modified or redesigned pursuant to this Contract then the paragraphs below applyapplies. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as that is Proprietary Information and Materials under as required by this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Buyer Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing. iiiii. Seller shallwill, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions assigned hereunder, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints ▇▇▇▇▇ and any of Buyer’s officers and agents as Seller’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by Seller, with respect to executing any such written instruments.

Foreground IP. This subparagraph d. d shall not apply to unmodified commercial off‐the‐shelf goodsGoods. If Services or goods Goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing. iii. Seller shall, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions assigned hereunder, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints ▇▇▇▇▇ and any of Buyer’s officers and agents as Seller’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by Seller, with respect to executing any such written instruments.

Foreground IP. This subparagraph d. shall not apply to unmodified commercial off‐the‐shelf goodsGoods. If Services or goods Goods are developed, modified modified, or redesigned pursuant to this Contract Contract, then the paragraphs subparagraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller waives all moral rights related to Foreground IP to the extent permitted by law. Seller shall protect Foreground IP as Buyer’s Proprietary Information and Materials under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Electroimpact Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing. iii. Seller shall, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions assigned hereunder, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, instruments and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce enforce, and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints ▇▇▇▇▇ and any of Buyer’s officers and agents as Seller’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by Seller, with respect to executing any such written instruments. iv. Upon Buyers request, Seller shall, at no additional cost to the Buyer, promptly share with Buyer in a format that is easily accessible to the Buyer all requested Foreground IP.

Foreground IP. This subparagraph The following subparagraphs of this paragraph d. shall not apply to unmodified commercial off‐the‐shelf off‐the‐ shelf goods. If Services or goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of BuyerBuyer except as set forth in subparagraph (iv) below. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing. iii. Seller shall, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions assigned hereunder, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints Buyer and any of ▇▇▇▇▇ and any of Buyer▇’s officers and agents as Seller▇▇▇▇▇▇’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by Seller▇▇▇▇▇▇, with respect to executing any such written instruments. iv. Subparagraphs i., ii. and iii. above shall not apply to any Foreground IP to the extent that the development of such Foreground IP was performed with funding received by Buyer under a U.S. Government contract.

Foreground IP. This subparagraph d. shall not apply to unmodified commercial off‐the‐shelf goods. If Services or goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing. iii. Seller shall, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions assigned hereunder, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints ▇▇▇▇▇ and any of Buyer’s officers and agents as Seller’s attorney in fact to act on ▇▇▇▇▇▇Seller’s behalf and instead of Seller, with the same legal force and effect as if executed by Seller, with respect to executing any such written instruments.

Foreground IP. This subparagraph d. The following subparagraphs of this paragraph d shall not apply to unmodified commercial off‐the‐shelf goods. If Services or goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing. iii. Seller shall, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions assigned hereunder, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints ▇▇▇▇▇ and any of Buyer’s officers and agents as Seller’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by Seller, with respect to executing any such written instruments.

Foreground IP. This subparagraph d. d shall not apply to unmodified commercial off‐the‐shelf goodsGoods. If Services or goods Goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing. iii. Seller shall, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions assigned hereunder, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints ▇▇▇▇▇ and any of Buyer’s officers and agents as Seller’s attorney in fact to act on ▇▇▇▇▇▇Seller’s behalf and instead of Seller, with the same legal force and effect as if executed by Seller▇▇▇▇▇▇, with respect to executing any such written instruments.

Foreground IP. This subparagraph d. shall not apply to unmodified commercial off‐the‐shelf goodsGoods. If Services or goods Goods are developed, modified modified, or redesigned pursuant to this Contract Contract, then the paragraphs subparagraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title title, and interest in the Foreground IP for no additional chargeIP. Seller shall protect Foreground IP as Buyer’s Proprietary Information and Materials under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing. iii. Seller shall, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions assigned hereunder, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, instruments and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce enforce, and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints ▇▇▇▇▇ and any of Buyer’s officers and agents as Seller’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by Seller, with respect to executing any such written instruments.

Foreground IP. This subparagraph d. shall not apply to unmodified commercial off‐the‐shelf goods. If Services or goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing. iii. Seller shall, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions assigned hereunder, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer ▇▇▇▇▇ reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints ▇▇▇▇▇ and any of Buyer’s officers and agents as Seller’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by Seller, with respect to executing any such written instruments.

Foreground IP. This subparagraph d. shall not apply to unmodified commercial off‐the‐shelf goods. If Services or goods are developed, modified modified, or redesigned pursuant to this Contract then the paragraphs subparagraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title title, and interest in the Foreground IP for no additional chargeIP. Seller shall protect Foreground IP as Buyer’s Proprietary Information and Materials under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing. iii. Seller shall, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer ▇▇▇▇▇ all inventions assigned hereunder, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce enforce, and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints ▇▇▇▇▇ and any of Buyer’s officers and agents as Seller’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by Seller, with respect to executing any such written instruments.

Foreground IP. This subparagraph d. shall not apply to unmodified commercial off‐the‐shelf goodsGoods. If Services or goods Goods are developed, modified modified, or redesigned pursuant to this Contract Contract, then the paragraphs subparagraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Buyer’s Proprietary Information and Materials under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Electroimpact Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing. iii. Seller shall, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions assigned hereunder, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, instruments and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce enforce, and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints ▇▇▇▇▇ and any of Buyer’s officers and agents as Seller’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by Seller, with respect to executing any such written instruments.

Foreground IP. This subparagraph d. shall not apply to unmodified commercial off‐the‐shelf goodsGoods. If Services or goods Goods are developed, modified modified, or redesigned pursuant to this Contract Contract, then the paragraphs subparagraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Buyer’s Proprietary Information and Materials under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Electroimpact Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing. iii. Seller shall, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions assigned hereunder, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, instruments and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce enforce, and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints ▇▇▇▇▇ and any of Buyer’s officers and agents as Seller’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by Seller, with respect to executing any such written instruments. iv. Upon Buyers request, Seller shall, at no additional cost to the Buyer, promptly share with Buyer in a format that is easily accessible to the Buyer all requested Foreground IP.