Common use of Inventions and Patents Clause in Contracts

Inventions and Patents. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, products, methods, processes, techniques, programs, designs, analyses, drawings, reports, patents, copyrightable works and mask works (whether or not including any Confidential Information) and all issuances, registrations or applications related thereto, all other proprietary information or intellectual property and all similar or related information (whether or not patentable) conceived, developed, contributed to, made, or reduced to practice by Executive (either alone or with others) while employed by Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (including prior to the date of this Agreement) or using the materials, facilities or resources of the Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (collectively, “Company Works”) is the sole and exclusive property of the Company and its Subsidiaries. Executive hereby assigns all right, title and interest in and to all Company Works to the Company and its Subsidiaries and waives any moral rights he may have therein, without further obligation or consideration. Any copyrightable work prepared in whole or in part by the Executive will be deemed “a work made for hire” under Section 201(b) of the 1976 Copyright Act, and the Company and its Subsidiaries shall own all of the rights comprised in the copyright therein. The Executive shall promptly and fully disclose in writing all Company Works to the Company and shall cooperate with the Company and its Subsidiaries to protect, maintain and enforce the Company’s and its Subsidiaries’ interests in and rights to such Company Works (including, without limitation, providing reasonable assistance in securing patent protection and copyright registrations and executing all affidavits, assignments, powers-of-attorney and other documents as reasonably requested by the Company, whether such requests occur prior to or after termination of the Executive’s employment with the Company).

Inventions and Patents. Executive Employee acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, products, methods, processes, techniques, programs, designs, analyses, drawings, reports, patents, copyrightable works and mask works (whether or not including any Confidential Information) and all issuances, registrations or applications related thereto, all other proprietary information or intellectual property reports and all similar or related information (whether or not patentable) which (i) relate to the Company’s or its subsidiaries’ actual or anticipated business, research and development or existing or future products or services or (ii) result from any work performed by Employee for the Company or its subsidiaries, and which are conceived, developeddeveloped or made by the Employee during the Noncompete Period (“Work Product”) belong to the Company or such subsidiary; provided, contributed tohowever, madethat this Section 6 does not apply to any invention for which no equipment, supplies, materials, facilities, trade secrets, or reduced other proprietary information of the Company or its subsidiaries was used and which was developed entirely on Employee’s own time, unless (i) the invention relates to practice by Executive (either alone the actual or with others) while employed by anticipated business of the Company or its subsidiaries or to the Company’s or any of its Subsidiaries subsidiaries’ actual or Affiliates anticipated research or development, or existing or future products or services or (ii) the invention results from any of their respective predecessors in interest (including prior to the date of this Agreement) or using the materials, facilities or resources of work performed by Employee for the Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (collectively, “Company Works”) is the sole and exclusive property of the Company and its Subsidiariessubsidiaries. Executive hereby assigns all right, title and interest in and to all Company Works Employee shall promptly disclose such Work Product to the Company Board and its Subsidiaries and waives any moral rights he may have therein, without further obligation or consideration. Any copyrightable work prepared in whole or in part perform all actions requested by the Executive will be deemed “a work made for hire” under Section 201(bBoard (whether during or after the employment period) of the 1976 Copyright Act, to establish and the Company and its Subsidiaries shall own all of the rights comprised in the copyright therein. The Executive shall promptly and fully disclose in writing all Company Works to the Company and shall cooperate with the Company and its Subsidiaries to protect, maintain and enforce the Company’s and its Subsidiaries’ interests in and rights to confirm such Company Works ownership (including, without limitation, providing reasonable assistance in securing patent protection and copyright registrations and executing all affidavits, assignments, powers-of-consents, powers of attorney and other documents as reasonably requested instruments). The Parties acknowledge and agree that Work Product is subject to this Section 6 and is Confidential Information unless and to the extent that such Work Product (i) becomes generally known to and available for use by the Company, whether such requests occur prior to public or after termination of the Executive’s employment with persons knowledgeable in the Company)’s industry other than as a result of Employee’s acts or omissions which constitute a breach of this Agreement or (ii) the Employee discloses such Work Product to the Board and the Board by vote or written consent waives its rights under this Agreement with respect thereto.

Inventions and Patents. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, products, methods, processes, techniques, programs, designs, analyses, drawings, reports, patents, copyrightable works and mask works (whether or not including any Confidential Information) and all issuances, registrations or applications related thereto, all other proprietary information or intellectual property and all similar or related information (whether or not patentable) conceived, developed, contributed to, made, or reduced to practice by Executive (either alone or with others) while employed by Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (including prior to the date of this Agreement) and within the scope of the Executive’s employment and duties and responsibilities or using the materials, facilities or resources of the Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest within the scope of the Executive’s employment and duties and responsibilities (collectively, “Company Works”) is the sole and exclusive property of the Company and its Subsidiaries. Executive hereby assigns all right, title and interest in and to all Company Works to the Company and its Subsidiaries and waives any moral rights he may have therein, without further obligation or consideration. Any copyrightable work prepared in whole or in part by the Executive will be deemed “a work made for hire” under Section 201(b) of the 1976 Copyright Act, and the Company and its Subsidiaries shall own all of the rights comprised in the copyright therein. The Executive shall promptly and fully disclose in writing all Company Works to the Company and shall cooperate with the Company and its Subsidiaries to protect, maintain and enforce the Company’s and its Subsidiaries’ interests in and rights to such Company Works (including, without limitation, providing reasonable assistance in securing patent protection and copyright registrations and executing all affidavits, assignments, powers-of-attorney and other documents as reasonably requested by the Company, whether such requests occur prior to or after termination of the Executive’s employment with the Company).

Inventions and Patents. Executive acknowledges Employee agrees that all discoveries, concepts, ideas, inventions, innovations, improvements, technical information, certifications, systems, software developments, products, methods, processes, techniques, programs, designs, analyses, drawings, reports, patentsservice marks, copyrightable works and mask works (whether or not including any Confidential Information) and all issuancestrademarks, registrations or applications related theretotrade names, all other proprietary information or intellectual property logos and all similar or related information (whether patentable or unpatentable) which relates to the Company’s (or any predecessor’s) Business, research and development or existing or future products or services and which are conceived, developed or made by Employee (whether or not patentable) conceived, developed, contributed to, made, during usual business hours and whether or reduced to practice by Executive (either not alone or in-conjunction with othersany other person) while employed by in the course of his employment with the Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (including prior to the date of this Agreement) or using the materials, facilities or resources of relationship with the Company or any of its Subsidiaries predecessor, together with all patent applications, letters patent, trademark, trade name and service ▇▇▇▇ applications or Affiliates registrations, copyrights and reissues thereof that may be granted for or upon any of their respective predecessors in interest the foregoing (collectively, collectively referred to herein as “Company WorksWork Product”) is belong to the sole Company. Employee hereby assigns and exclusive property agrees to assign to the Company any rights he may have or acquire in such Work Product, whether created before, on, after or prior to the Effective Time. Employee agrees that his copyrightable works prepared for the Company are “supplementary works” or “works for hire,” as defined in Title 17 of the Company United States Code, and its Subsidiaries. Executive if any such works are deemed not to be a supplementary work or work for hire, then Employee hereby assigns all and agrees to assign his entire right, title and interest in and the copyright to all Company Works such works to the Company. Employee will take reasonable steps to promptly disclose such Work Product to the Company and its Subsidiaries and waives any moral rights he may have therein, without further obligation or consideration. Any copyrightable work prepared in whole or in part by the Executive will be deemed “a work made for hire” under Section 201(b) of the 1976 Copyright Act, and the Company and its Subsidiaries shall own perform all of the rights comprised in the copyright therein. The Executive shall promptly and fully disclose in writing all Company Works to the Company and shall cooperate with the Company and its Subsidiaries to protect, maintain and enforce the Company’s and its Subsidiaries’ interests in and rights to such Company Works (including, without limitation, providing reasonable assistance in securing patent protection and copyright registrations and executing all affidavits, assignments, powers-of-attorney and other documents as actions reasonably requested by the Company, Company (whether such requests occur prior to during or after termination the Employment Period) to establish and confirm such ownership (including the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Executive’s employment Company in connection with the Company)prosecution of any applications for patents, trademarks, trade names, service marks or reissues thereof or in the prosecution or defense of interferences relating to any Work Product, to the extent the assistance of Employee is reasonably required to prosecute such applications or reissues thereof or to prosecute or defend such interferences.

Inventions and Patents. Executive Employee acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, products, methods, processes, techniques, programs, designs, analyses, drawings, reports, patents, copyrightable works and mask works (whether or not including any Confidential Information) and all issuances, registrations or applications related thereto, all other proprietary information or intellectual property reports and all similar or related information (whether or not patentable) that relate to the Company’s or any of its Affiliates’ actual or anticipated business, research and development or existing or future products or services and that are conceived, developed, contributed to, made, made or reduced to practice by Executive (either alone or with others) Employee while employed by the Company and its Affiliates or any of its Subsidiaries or Affiliates or any of and their respective predecessors in interest (including prior “Work Product”) belong to the date of this Agreement) or using the materials, facilities or resources of the Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (collectivelysuch Affiliate, “Company Works”) is the sole and exclusive property Employee hereby irrevocably assigns, and agrees to irrevocably assign, all of the Company and its Subsidiaries. Executive hereby assigns all right, title and interest in and to all Company Works Work Product to the Company and its Subsidiaries and waives any moral rights he may have therein, without further obligation or considerationsuch Affiliate. Any copyrightable work prepared in whole or in part by Employee in the Executive will course of his work for any of the foregoing entities shall be deemed a “a work made for hire” under Section 201(b) of the 1976 Copyright Actcopyright laws, and the Company and its Subsidiaries or such Affiliate shall own all of the rights comprised in the copyright therein. The Executive To the extent that any such copyrightable work is not a “work made for hire,” Employee hereby irrevocably assigns and agrees to assign irrevocably to the Company or such Affiliate all right, title and interest, including without limitation, copyright in and to such copyrightable work. Employee shall promptly disclose such Work Product and fully disclose in writing all Company Works copyrightable work to the Company and shall cooperate with perform all actions reasonably requested by the Company (whether during or after the Employment Period) to establish and its Subsidiaries to protect, maintain and enforce confirm the Company’s and or its Subsidiaries’ interests in and rights to such Company Works Affiliate’s ownership (including, without limitation, providing reasonable assistance in securing patent protection and copyright registrations and executing all affidavits, assignments, powers-of-consents, powers of attorney and other documents as reasonably instruments). Employee agrees to keep and maintain adequate written records (in the form of notes, sketches, drawings, and any other form or media requested by the Company, whether such requests occur prior ) of all Work Product. The records will be available to or after termination and remain the sole property and intellectual property of the Executive’s employment with the Company)Company at all times.

Inventions and Patents. (a) Subject to Section 9(b), the Executive acknowledges that hereby assigns to the Company all discoveriesright, conceptstitle and interest to all patents and patent applications, ideas, all inventions, innovations, improvements, developments, products, methods, processes, techniques, programs, designs, analyses, drawings, reports, patents, copyrightable works and mask works (whether or not including any Confidential Information) and all issuances, registrations or applications related thereto, all other proprietary information or intellectual property reports and all similar or related information (in each case whether or not patentable) ), all copyrights and copyrightable works, all trade secrets, confidential information and know-how, and all other intellectual property rights that are conceived, developed, contributed to, made, or reduced to practice practice, developed or made by the Executive (either alone or with others) while employed by the Company and its subsidiaries or affiliates and that (i) relate to the Company or any of its Subsidiaries subsidiaries’ or Affiliates affiliates’ actual or anticipated business, research and development or existing or future products or services; or (ii) are conceived, reduced to practice, developed or made using any of their respective predecessors in interest (including prior to the date of this Agreement) or using the materialsmaterial equipment, facilities supplies, facilities, assets or resources of the Company or any of its Subsidiaries subsidiaries or Affiliates or affiliates (including but not limited to any of their respective predecessors in interest intellectual property rights) (collectively, “Company WorksWork Product”) is the sole and exclusive property of the Company and its Subsidiaries. Executive hereby assigns all right, title and interest in and to all Company Works to the Company and its Subsidiaries and waives any moral rights he may have therein, without further obligation or consideration. Any copyrightable work prepared in whole or in part by the Executive will be deemed “a work made for hire” under Section 201(b) of the 1976 Copyright Act, and the Company and its Subsidiaries shall own all of the rights comprised in the copyright therein). The Executive shall promptly and fully disclose in writing all Company Works such Work Product to the Company President and shall cooperate perform all actions reasonably requested by the President (whether during his employment with the Company or at any time thereafter) to establish and its Subsidiaries to protect, maintain and enforce confirm the Company’s and its Subsidiaries’ interests in and rights to such Company Works ownership (including, without limitation, providing reasonable assistance in securing patent protection and copyright registrations and executing all affidavits, assignments, powers-of-attorney consents, powers of attorney, applications and other documents instruments). (b) To preclude any possible uncertainty, attached hereto as reasonably requested by Annex B is a complete list of all Work Product that the CompanyExecutive (i) has, whether such requests occur alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to or after termination the commencement of the Executive’s my employment with the Company; (ii) considers to be his property or the property of third parties; and (iii) wishes to have excluded from the scope of this Agreement (collectively, the “Prior Work Product”). If disclosure of any such Prior Work Product would cause the Executive to violate any prior confidentiality agreement, a space is provided in Annex B to disclose a cursory name for each such Prior Work Product, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such Prior Work Product has not been made for that reason. If no such disclosure is attached, the Executive represents that there is no Prior Work Product.

Inventions and Patents. (i) Executive acknowledges agrees that all discoveriesprocesses, concepts, ideas, technologies and inventions, innovationsincluding new contributions, improvements, developmentsideas and discoveries, productswhether patentable or not, methods, processes, techniques, programs, designs, analyses, drawings, reports, patents, copyrightable works and mask works (whether or not including any Confidential Information) and all issuances, registrations or applications related thereto, all other proprietary information or intellectual property and all similar or related information (whether or not patentable) conceived, developed, contributed to, made, invented or reduced to practice made by Executive (either alone or during the Term shall belong to the Company, provided that such inventions grew out of Executive’s work with others) while employed by the Company or any of its Subsidiaries subsidiaries or Affiliates affiliates, are related in any manner to the business (commercial or experimental) of the Company or any of their respective predecessors its subsidiaries or affiliates or are conceived or made on the Company’s time or with the use of the Company’s facilities or materials (collectively, “Inventions”). Executive shall further: (a) promptly disclose such Inventions to the Company; (b) assign to the Company, without additional compensation, all patent and other rights to such Inventions for the United States and foreign countries; (c) sign all papers necessary to carry out the foregoing; and (d) give testimony in interest support of Executive’s inventorship. (including ii) Executive agrees that Executive will not assert any rights to any Invention as having been made or acquired by Executive prior to the date of this Agreement, except for Inventions, if any, disclosed to the Company in writing prior to the date hereof. (iii) or using The Company shall be the sole owner of all the products and proceeds of Executive’s services hereunder, including, but not limited to, all materials, facilities ideas, concepts, formats, suggestions, developments, arrangements, packages, programs and other intellectual properties that Executive may acquire, obtain, develop or resources create in connection with and during the Term, free and clear of any claims by Executive (or anyone claiming under Executive) of any kind or character whatsoever (other than Executive’s right to receive payments hereunder). Executive shall, at the request of the Company Company, execute such assignments, certificates or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (collectively, “Company Works”) is the sole and exclusive property of other instruments as the Company and may from time to time deem necessary or desirable to evidence, establish, maintain, perfect, protect, enforce or defend its Subsidiaries. Executive hereby assigns all right, title and or interest in and or to all Company Works to the Company and its Subsidiaries and waives any moral rights he may have therein, without further obligation or consideration. Any copyrightable work prepared in whole or in part by the Executive will be deemed “a work made for hire” under Section 201(b) of the 1976 Copyright Act, and the Company and its Subsidiaries shall own all of the rights comprised in the copyright therein. The Executive shall promptly and fully disclose in writing all Company Works to the Company and shall cooperate with the Company and its Subsidiaries to protect, maintain and enforce the Company’s and its Subsidiaries’ interests in and rights to such Company Works (including, without limitation, providing reasonable assistance in securing patent protection and copyright registrations and executing all affidavits, assignments, powers-of-attorney and other documents as reasonably requested by the Company, whether such requests occur prior to or after termination of the Executive’s employment with the Company)properties.

Inventions and Patents. The Executive acknowledges agrees that all processes, technologies and inventions, including new contributions, improvements, ideas and discoveries, together with all products and proceeds of the Executive's services hereunder, including, but not limited to, all materials, ideas, concepts, ideasformats, inventions, innovations, improvementssuggestions, developments, productsarrangements, methodspackages, processesprograms and other intellectual properties that the Executive may acquire, techniquesobtain, programsdevelop or create in connection with and during his employment, designswhether patentable or not, analyses, drawings, reports, patents, copyrightable works and mask works (whether or not including any Confidential Information) and all issuances, registrations or applications related thereto, all other proprietary information or intellectual property and all similar or related information (whether or not patentable) conceived, developed, contributed toinvented or made by him during his employment by the Company (collectively, made"Inventions") shall belong exclusively to the Company, or reduced to practice by Executive (either alone or provided that such Inventions grew out of the Executive's work with others) while employed by the Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (including prior Affiliates, are related to the date of this Agreementbusiness (commercial or experimental) or using the materials, facilities or resources of the Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (collectively, “Company Works”) is are conceived or made on the sole and exclusive property Company's time or with the use of the Company and its Subsidiaries. Executive hereby assigns all right, title and interest in and to all Company Works to the Company and its Subsidiaries and waives any moral rights he may have therein, without further obligation Company's facilities or consideration. Any copyrightable work prepared in whole or in part by the Executive will be deemed “a work made for hire” under Section 201(b) of the 1976 Copyright Act, and the Company and its Subsidiaries shall own all of the rights comprised in the copyright thereinmaterials. The Executive shall promptly and fully disclose in writing all Company Works such Inventions to the Company and shall cooperate with shall, subject to reimbursement by the Company and its Subsidiaries for all reasonable expenses incurred by the Executive in connection therewith: (i) assign to protect, maintain and enforce the Company’s , without additional compensation, all patent and its Subsidiaries’ interests in and other rights to such Company Works Inventions for the United States and foreign countries; (including, without limitation, providing reasonable assistance ii) sign all papers necessary to carry out the foregoing; and (iii) give testimony in securing patent protection and copyright registrations and executing all affidavits, assignments, powers-of-attorney and support of the Executive's inventorship. The provisions of this Section 8(e) shall cease to have application to any Inventions that become known to the public other documents as reasonably requested than through disclosure by the CompanyExecutive and that are not subject to a copyright, whether such requests occur prior to patent or after trademark in favor of the Company that (A) was received before the termination of the Executive’s 's employment with or (B) was applied for before the termination of the Executive's employment in the ordinary course of business (and not in anticipation of the Executive's termination of Employment) and ultimately is received by the Company).

Inventions and Patents. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, products, methods, processes, techniques, programs, designs, analyses, drawings, reports, patents, copyrightable works and mask works (whether or not including any Confidential Information) and all issuances, registrations or applications related thereto, all other proprietary information or intellectual property and all similar or related information (whether or not patentablepatentable)(collectively, “Intellectual Property”) conceived, developed, contributed to, made, or reduced to practice by Executive (either alone or with others) while employed by Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (including prior to the date of this Agreement) or using the materials, facilities or resources of the Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (collectively, “Company Works”) is the sole and exclusive property of the Company and its Subsidiaries; provided, however, that the term Company Works shall not include, and the Executive shall exclusively own, (i) all Intellectual Property conceived, developed, contributed to, made, or reduced to practice by Executive in connection with the performance of the Retained Media Rights, and (ii) the Original Physical Sketch Rights, provided that, with respect to any original physical sketch retained by the Executive, the Executive delivers a high resolution copy thereof to the Company; and provided, further, that, notwithstanding the foregoing, no present or future Intellectual Property Rights purchased by the Buyer under the Purchase Agreement shall be owned by Executive pursuant to this Section 1.6. Executive hereby assigns all right, title and interest in and to all Company Works to the Company and its Subsidiaries and waives any moral rights he may have therein, without further obligation or consideration. Any copyrightable work constituting Company Works prepared in whole or in part by the Executive will be deemed “a work made for hire” under Section 201(b) of the 1976 Copyright Act, and the Company and its Subsidiaries shall own all of the rights comprised in the copyright therein. The Executive shall promptly and fully disclose in writing all Company Works to the Company and shall cooperate with the Company and its Subsidiaries to protect, maintain and enforce the Company’s and its Subsidiaries’ interests in and rights to such Company Works (including, without limitation, providing reasonable assistance in securing patent protection and copyright registrations and executing all affidavits, assignments, powers-of-attorney and other documents as reasonably requested by the Company, whether such requests occur prior to or after termination of the Executive’s employment with the Company).

Inventions and Patents. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, products, methods, processes, techniques, programs, designs, analyses, drawings, reports, patents, copyrightable works and mask works (whether or not including any Confidential Information) and all issuances, registrations or applications related thereto, all other proprietary information or intellectual property and all similar or related information (whether or not patentable) conceived, developed, contributed to, made, or reduced to practice by Executive (either alone or with others) while employed by Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (including prior to the date of this Agreement) or using the materials, facilities or resources of the Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (collectively, “Company Works”) is the sole and exclusive property of the Company and its Subsidiaries. Executive hereby assigns all right, title and interest in and to all Company Works to the Company and its Subsidiaries and waives any moral rights he she may have therein, without further obligation or consideration. Any copyrightable work prepared in whole or in part by the Executive during the Employment Period will be deemed “a work made for hire” under Section 201(b) of the 1976 Copyright Act, and the Company and its Subsidiaries shall own all of the rights comprised in the copyright therein. The Executive shall promptly and fully disclose in writing all Company Works to the Company and shall cooperate with the Company and its Subsidiaries to protect, maintain and enforce the Company’s and its Subsidiaries’ interests in and rights to such Company Works (including, without limitation, providing reasonable assistance in securing patent protection and copyright registrations and executing all affidavits, assignments, powers-of-attorney and other documents as reasonably requested by the Company, whether such requests occur prior to or after termination of the Executive’s employment with the Company).

Inventions and Patents. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, products, methods, processes, techniques, programs, designs, analyses, drawings, reports, patents, copyrightable works and mask works (whether or not including any Confidential Information) and all issuances, registrations or applications related thereto, all other proprietary information or intellectual property and all similar or related information (whether or not patentablepatentable)(collectively, “Intellectual Property”) conceived, developed, contributed to, made, or reduced to practice by Executive (either alone or with others) while employed by Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (including prior to the date of this Agreement) or using the materials, facilities or resources of the Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest Affiliates, other than the Retained Media Rights (collectively, “Company Works”) is are the sole and exclusive property of the Company and its Subsidiaries. Executive hereby assigns all right, title and interest in and to all Company Works to the Company and its Subsidiaries and waives any moral rights he she may have therein, without further obligation or consideration. Any copyrightable work constituting Company Works prepared in whole or in part by the Executive will be deemed “a work made for hire” under Section 201(b) of the 1976 Copyright Act, and the Company and its Subsidiaries shall own all of the rights comprised in the copyright therein. The Executive shall promptly and fully disclose in writing all Company Works to the Company and shall cooperate with the Company and its Subsidiaries to protect, maintain and enforce the Company’s and its Subsidiaries’ interests in and rights to such Company Works (including, without limitation, providing reasonable assistance in securing patent protection and copyright registrations and executing all affidavits, assignments, powers-of-attorney and other documents as reasonably requested by the Company, whether such requests occur prior to or after termination of the Executive’s employment with the Company).

Inventions and Patents. The Executive acknowledges agrees that all processes, technologies and inventions, including new contributions, improvements, ideas and discoveries, together with all products and proceeds of the Executive’s services hereunder, including, but not limited to, all materials, ideas, concepts, ideasformats, inventions, innovations, improvementssuggestions, developments, productsarrangements, methodspackages, processesprograms and other intellectual properties that the Executive may acquire, techniquesobtain, programsdevelop or create in connection with and during his employment, designswhether patentable or not, analyses, drawings, reports, patents, copyrightable works and mask works (whether or not including any Confidential Information) and all issuances, registrations or applications related thereto, all other proprietary information or intellectual property and all similar or related information (whether or not patentable) conceived, developed, contributed toinvented or made by him during his employment by the Company (collectively, made“Inventions”) shall belong exclusively to the Company, or reduced to practice by Executive (either alone or provided that such Inventions grew out of the Executive’s work with others) while employed by the Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (including prior Affiliates, are related to the date of this Agreementbusiness (commercial or experimental) or using the materials, facilities or resources of the Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (collectively, “Company Works”) is are conceived or made on the sole and exclusive property Company’s time or with the use of the Company and its Subsidiaries. Executive hereby assigns all right, title and interest in and to all Company Works to the Company and its Subsidiaries and waives any moral rights he may have therein, without further obligation Company’s facilities or consideration. Any copyrightable work prepared in whole or in part by the Executive will be deemed “a work made for hire” under Section 201(b) of the 1976 Copyright Act, and the Company and its Subsidiaries shall own all of the rights comprised in the copyright thereinmaterials. The Executive shall promptly and fully disclose in writing all Company Works such Inventions to the Company and shall cooperate with shall, subject to reimbursement by the Company and its Subsidiaries for all reasonable expenses incurred by the Executive in connection therewith: (i) assign to protect, maintain and enforce the Company’s , without additional compensation, all patent and its Subsidiaries’ interests in and other rights to such Company Works Inventions for the United States and foreign countries; (including, without limitation, providing reasonable assistance ii) sign all papers necessary to carry out the foregoing; and (iii) give testimony in securing patent protection and copyright registrations and executing all affidavits, assignments, powers-of-attorney and support of the Executive’s inventorship. The provisions of this Section 8(e) shall cease to have application to any Inventions that become known to the public other documents as reasonably requested than through disclosure by the CompanyExecutive and that are not subject to a copyright, whether such requests occur prior to patent or after trademark in favor of the Company that (A) was received before the termination of the Executive’s employment with or (B) was applied for before the termination of the Executive’s employment in the ordinary course of business (and not in anticipation of the Executive’s termination of Employment) and ultimately is received by the Company).

Inventions and Patents. (a) Subject to Section 9(b), the Executive acknowledges that hereby assigns to the Company all discoveriesright, conceptstitle and interest to all patents and patent applications, ideas, all inventions, innovations, improvements, developments, products, methods, processes, techniques, programs, designs, analyses, drawings, reports, patents, copyrightable works and mask works (whether or not including any Confidential Information) and all issuances, registrations or applications related thereto, all other proprietary information or intellectual property reports and all similar or related information (in each case whether or not patentable) ), all copyrights and copyrightable works, all trade secrets, confidential information and know-how, and all other intellectual property rights that are conceived, developed, contributed to, made, or reduced to practice practice, developed or made by the Executive (either alone or with others) while employed by the Company and its subsidiaries or affiliates and that (i) relate to the Company or any of its Subsidiaries subsidiaries’ or Affiliates affiliates’ actual or anticipated business, research and development or existing or future products or services; or (ii) are conceived, reduced to practice, developed or made using any of their respective predecessors in interest (including prior to the date of this Agreement) or using the materialsmaterial equipment, facilities supplies, facilities, assets or resources of the Company or any of its Subsidiaries subsidiaries or Affiliates or affiliates (including but not limited to any of their respective predecessors in interest intellectual property rights) (collectively, “Company WorksWork Product”) is the sole and exclusive property of the Company and its Subsidiaries. Executive hereby assigns all right, title and interest in and to all Company Works to the Company and its Subsidiaries and waives any moral rights he may have therein, without further obligation or consideration. Any copyrightable work prepared in whole or in part by the Executive will be deemed “a work made for hire” under Section 201(b) of the 1976 Copyright Act, and the Company and its Subsidiaries shall own all of the rights comprised in the copyright therein). The Executive shall promptly and fully disclose in writing all Company Works such Work Product to the Company Board and shall cooperate perform all actions reasonably requested by the Board (whether during his employment with the Company or at any time thereafter) to establish and its Subsidiaries to protect, maintain and enforce confirm the Company’s and its Subsidiaries’ interests in and rights to such Company Works ownership (including, without limitation, providing reasonable assistance in securing patent protection and copyright registrations and executing all affidavits, assignments, powers-of-attorney consents, powers of attorney, applications and other documents instruments). (b) To preclude any possible uncertainty, attached hereto as reasonably requested by Annex B is a complete list of all Work Product that the CompanyExecutive (i) has, whether such requests occur alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to or after termination the commencement of the Executive’s my employment with the Company; (ii) considers to be his property or the property of third parties; and (iii) wishes to have excluded from the scope of this Agreement (collectively, the “Prior Work Product”). If disclosure of any such Prior Work Product would cause the Executive to violate any prior confidentiality agreement, a space is provided in Annex B to disclose a cursory name for each such Prior Work Product, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such Prior Work Product has not been made for that reason. If no such disclosure is attached, the Executive represents that there is no Prior Work Product.

Inventions and Patents. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, products, methods, processes, techniques, programs, designs, analyses, drawings, reports, patents, copyrightable works and mask works (whether or not including any Confidential Information) and all issuances, registrations or applications related thereto, all other proprietary information or intellectual property and all similar or related information (whether or not patentablepatentable)(collectively, “Intellectual Property”) conceived, developed, contributed to, made, or reduced to practice by Executive (either alone or with others) while employed by Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (including prior to the date of this Agreement) or using the materials, facilities or resources of the Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (collectively, “Company Works”) is the sole and exclusive property of the Company and its Subsidiaries; provided, however, that the term Company Works shall not include, and the Executive shall exclusively own, (i) all Intellectual Property conceived, developed, contributed to, made, or reduced to practice by Executive in connection with the performance of the Retained Media Rights, and (ii) the Original Physical Sketch Rights, provided that, with respect to any original physical sketch retained by the Executive, the Executive delivers a high resolution copy thereof to the Company; and provided, further, that, notwithstanding the foregoing, no present or future Intellectual Property Rights purchased by the Buyer under the Purchase Agreement shall be owned by Executive pursuant to this Section 1.6. Executive hereby assigns all right, title and interest in and to all Company Works to the Company and its Subsidiaries and waives any moral rights he may have therein, without further obligation or consideration. Any copyrightable work constituting Company Works prepared in whole or in part by the Executive will be deemed “a work made for hire” under Section 201(b) of the 1976 Copyright Act, and the Company and its Subsidiaries shall own all of the rights comprised in the copyright therein. The Executive shall promptly and fully disclose in writing all Company Works to the Company and shall cooperate with the Company and its Subsidiaries to protect, maintain and enforce the Company’s and its Subsidiaries’ interests in and rights to such Company Works (including, without limitation, providing reasonable assistance in securing patent protection and copyright registrations and executing all affidavits, assignments, powers-of-of- attorney and other documents as reasonably requested by the Company, whether such requests occur prior to or after termination of the Executive’s employment with the Company).

Inventions and Patents. The Executive acknowledges agrees that all processes, technologies and inventions, including new contributions, improvements, ideas and discoveries, together with all products and proceeds of the Executive's services hereunder, including, but not limited to, all materials, ideas, concepts, ideasformats, inventions, innovations, improvementssuggestions, developments, productsarrangements, methodspackages, processesprograms and other intellectual properties that the Executive may acquire, techniquesobtain, programsdevelop or create in connection with and during her employment, designswhether patentable or not, analyses, drawings, reports, patents, copyrightable works and mask works (whether or not including any Confidential Information) and all issuances, registrations or applications related thereto, all other proprietary information or intellectual property and all similar or related information (whether or not patentable) conceived, developed, contributed toinvented or made by her during her employment by the Company (collectively, made"Inventions") shall belong exclusively to the Company, or reduced to practice by Executive (either alone or provided that such Inventions grew out of the Executive's work with others) while employed by the Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (including prior Affiliates, are related to the date of this Agreementbusiness (commercial or experimental) or using the materials, facilities or resources of the Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (collectively, “Company Works”) is are conceived or made on the sole and exclusive property Company's time or with the use of the Company and its Subsidiaries. Executive hereby assigns all right, title and interest in and to all Company Works to the Company and its Subsidiaries and waives any moral rights he may have therein, without further obligation Company's facilities or consideration. Any copyrightable work prepared in whole or in part by the Executive will be deemed “a work made for hire” under Section 201(b) of the 1976 Copyright Act, and the Company and its Subsidiaries shall own all of the rights comprised in the copyright thereinmaterials. The Executive shall promptly and fully disclose in writing all Company Works such Inventions to the Company and shall cooperate with shall, subject to reimbursement by the Company and its Subsidiaries for all reasonable expenses incurred by the Executive in connection therewith: (i) assign to protect, maintain and enforce the Company’s , without additional compensation, all patent and its Subsidiaries’ interests in and other rights to such Company Works Inventions for the United States and foreign countries; (including, without limitation, providing reasonable assistance ii) sign all papers necessary to carry out the foregoing; and (iii) give testimony in securing patent protection and copyright registrations and executing all affidavits, assignments, powers-of-attorney and support of the Executive's inventorship. The provisions of this Section 8(e) shall cease to have application to any Inventions that become known to the public other documents as reasonably requested than through disclosure by the CompanyExecutive and that are not subject to a copyright, whether such requests occur prior to patent or after trademark in favor of the Company that (A) was received before the termination of the Executive’s 's employment with or (B) was applied for before the termination of the Executive's employment in the ordinary course of business (and not in anticipation of the Executive's termination of Employment) and ultimately is received by the Company).

Inventions and Patents. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, products, methods, processes, techniques, programs, designs, analyses, drawings, reports, patents, copyrightable works and mask works (whether or not including any Confidential Information) and all issuances, registrations or applications related thereto, all other proprietary information or intellectual property and all similar or related information (whether or not patentable) conceived, developed, contributed to, made, or reduced to practice by Executive (either alone or with others) while employed by Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (including prior to the date of this Agreement) or using the materials, facilities or resources of the Company or any of its Subsidiaries or Affiliates or any of their respective predecessors in interest (collectively, “Company Works”) is the sole and exclusive property of the Company and its Subsidiaries. Executive hereby assigns all right, title and interest in and to all Company Works to the Company and its Subsidiaries and waives any moral rights he may have therein, without further obligation or consideration. Any copyrightable work prepared in whole or in part by the Executive will be deemed “a work made for hire” under Section 201(b) of the 1976 Copyright Act, and the Company and its Subsidiaries shall own all of the rights comprised in the copyright therein. The Executive shall promptly and fully disclose in writing all Company Works to the Company and shall cooperate with the Company and its Subsidiaries to protect, maintain and enforce the Company’s and its Subsidiaries’ interests in and rights to such Company Works (including, without limitation, providing reasonable assistance in securing patent protection and copyright registrations and executing all affidavits, assignments, powers-of-attorney and other documents as reasonably requested by the Company, whether such requests occur prior to or after termination of the Executive’s employment with the Company).7 135944.00100/115153368v.7