Common use of Inventions, etc Clause in Contracts

Inventions, etc. The Executive hereby sells, transfers and assigns to the Company or any of its subsidiaries or affiliates or to any person or entity designated by the Company all of the entire right, title and interest of the Executive in and to all inventions, ideas, disclosures and improvements, whether patented or unpatented, and copyrightable material, made or conceived by the Executive, solely or jointly, during his employment by the Company which relate to methods, apparatus, designs, products, processes or devices, sold, leased, used or under consideration or development by the Company or any of its subsidiaries or affiliates, or which otherwise relate to or pertain to the business, functions or operations of the Company or any of its subsidiaries or affiliates or which arise from the efforts of the Executive during the course of his employment for the Company. The Executive shall communicate promptly and disclose to the Company, in such form as the Company requests, all information, details and data pertaining to the aforementioned inventions, ideas, disclosures and improvements; and the Executive shall execute and deliver to the Company such formal transfers and assignments and such other papers and documents as may be necessary or required of the Executive to permit the Company or any of its subsidiaries or affiliates or any person or entity designated by the Company to file and prosecute the patent applications and, as to copyrightable material, to obtain copyright thereof. Any invention relating to the business of the Company or any of its subsidiaries or affiliates and disclosed by the Executive within one year following the termination of his employment with the Company shall be deemed to fall within the provisions of this paragraph unless proved to have been first conceived and made following such termination. The foregoing requirements of this Section 7(d) shall not apply to any invention for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on the Executive’s own time, and (i) which does not relate directly to the Company’s, or any of its subsidiaries’ or affiliates’, business or to the Company’s, or any of its subsidiaries’ or affiliates’, actual or demonstrably anticipated research or development, or (ii) which does not result from any work the Executive performed for the Company or any of its subsidiaries or affiliates.

Inventions, etc. The Executive hereby sellsDuring the Term and for a period of one year thereafter, transfers and assigns the Employee will promptly disclose to the Company or any of its subsidiaries or affiliates or to any person or entity designated by the Company all of the entire rightdesigns, title and interest of the Executive in and to all processes, inventions, ideas, disclosures and improvements, whether patented or unpatenteddevelopments, discoveries, processes, techniques, and copyrightable material, made or conceived by the Executive, solely or jointly, during his employment by the Company which relate to methods, apparatus, designs, products, processes or devices, sold, leased, used or under consideration or development by the Company or any of its subsidiaries or affiliates, or which otherwise relate to or pertain to the business, functions or operations of the Company or any of its subsidiaries or affiliates or which arise from the efforts of the Executive during the course of his employment for the Company. The Executive shall communicate promptly and disclose to the Company, in such form as the Company requests, all information, details and data pertaining to the aforementioned inventions, ideas, disclosures and improvements; and the Executive shall execute and deliver to the Company such formal transfers and assignments and such other papers and documents as may be necessary or required of the Executive to permit the Company or any of its subsidiaries or affiliates or any person or entity designated by the Company to file and prosecute the patent applications and, as to copyrightable material, to obtain copyright thereof. Any invention relating information related to the business of the Company conceived, developed, acquired, or any reduced to practice by him alone or with others during the Term of its subsidiaries this Agreement, whether or affiliates not conceived during regular working hours, through the use of Company time, material or facilities or otherwise (“Inventions”). The Employee agrees that all copyrights created in conjunction with his service to the Company and disclosed by other Inventions, are “works made for hire” (as that term is defined under the Executive within one year following Copyright Act of 1976, as amended). All such copyrights, trademarks, and other Inventions shall be the termination sole and exclusive property of his employment with the Company, and the Company shall be deemed the sole owner of all patents, copyrights, trademarks, trade secrets, and other rights and protection in connection therewith. To the extent any such copyright and other Inventions may not be works for hire, the Employee hereby assigns to fall within the provisions of this paragraph unless proved Company any and all rights he now has or may hereafter acquire in such copyrights and any other Inventions. Upon request the Employee shall deliver to have been first conceived the Company all drawings, models and made following other data and records relating to such terminationcopyrights, trademarks and Inventions. The foregoing requirements of this Section 7(dEmployee further agrees as to all such Inventions, to assist the Company in every proper way (but at the Company’s expense) to obtain, register, and from time to time enforce patents, copyrights, trademarks, trade secrets, and other rights and protection relating to said Inventions in any and all countries, and to that end the Employee shall not apply execute all documents for use in applying for and obtaining such patents, copyrights, trademarks, trade secrets and other rights and protection on and enforcing such Inventions, as the Company may reasonably request, together with any assignments thereof to any invention for which no equipment, supplies, facility the Company or trade secret information persons designated by it. Such obligation to assist the Company shall continue beyond the termination of the Company was used and which was developed entirely on the ExecutiveEmployee’s own time, and (i) which does not relate directly service to the Company’s, but the Company shall compensate the Employee at a reasonable rate after termination of service for time actually spent by the Employee at the Company’s request for such assistance. In the event the Company is unable, after reasonable effort, to secure the Employee’s signature on any document or documents needed to apply for or prosecute any patent, copyright, trademark, trade secret, or other right or protection relating to an Invention, whether because of the Employee’s physical or mental incapacity or for any other reason whatsoever, the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents, during the Term of its subsidiaries’ this Agreement and for a period of two years after termination of this Agreement, as his agent coupled with an interest and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or affiliates’applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, business or to the Company’scopyrights, trademarks, trade secrets, or any of its subsidiaries’ similar rights or affiliates’, actual or demonstrably anticipated research or development, or (ii) which does not result from any work protection thereon with the Executive performed for same legal force and effect as if executed by the Company or any of its subsidiaries or affiliatesEmployee.

Inventions, etc. The Executive hereby sells, transfers and assigns to the Company or any of its subsidiaries or affiliates or to any person or entity designated by the Company all (a) It shall be part of the entire right, title normal duties of Employee at all times to consider in what manner and interest of by what new methods or devices the Executive in and to all inventions, ideas, disclosures and improvements, whether patented or unpatented, and copyrightable material, made or conceived by the Executive, solely or jointly, during his employment by the Company which relate to methods, apparatus, designs, products, processes services, processes, equipment or devices, sold, leased, used or under consideration or development by the Company or any of its subsidiaries or affiliates, or which otherwise relate to or pertain to the business, functions or operations systems of the Company or any of its subsidiaries affiliates with which he is concerned or affiliates or for which arise from he is responsible might be improved, and promptly to give to the efforts President of the Executive during Company or Board of Directors full details of any invention or improvement which he may from time to time make or discover in the course of his employment for duties, and to further the Company. The Executive shall communicate promptly and disclose to the Company, in such form as the Company requests, all information, details and data pertaining to the aforementioned inventions, ideas, disclosures and improvements; and the Executive shall execute and deliver to the Company such formal transfers and assignments and such other papers and documents as may be necessary or required of the Executive to permit the Company or any of its subsidiaries or affiliates or any person or entity designated by the Company to file and prosecute the patent applications and, as to copyrightable material, to obtain copyright thereof. Any invention relating to the business interests of the Company with regard thereto. Subject only to any contrary provisions of the laws of the United States or any the Commonwealth of its subsidiaries Massachusetts, all such materials, inventions, improvements, methods, products, services, equipment or affiliates and disclosed by the Executive within one year following the termination of his employment with the Company systems shall be deemed to fall within be “works made for hire”, and to the extent such items are not works made for hire, the Employee hereby irrevocably grants and assigns such materials, inventions, improvements, methods, products, services, equipment or systems to the Company which shall be entitled, free of charge, to the sole ownership of any such invention or improvement. (b) Employee shall, if and when required so to do by the Company, at the expense of the Company, apply or join with the Company in applying for patents or other protection in any part of the world for any such discovery, invention or process as aforesaid and shall at the expense of the Company, execute and do or cause to be done all instruments and things reasonably necessary for vesting the said patent or other protection when obtained and all right, title and interest to and in the same in the Company or in such other person as the Company may designate. (c) For the purpose of this clause Employee hereby irrevocably authorizes the company as his attorney in his name to execute any documents or take any actions which are required in, order to give effect to the provisions of this paragraph unless proved Section and the Company is hereby empowered to have been first conceived appoint and made following such termination. The foregoing requirements of this Section 7(d) shall not apply to remove at its pleasure any invention person as agent and substitute for which no equipment, supplies, facility or trade secret information and on behalf of the Company was used and which was developed entirely on the Executive’s own time, and (i) which does not relate directly to the Company’s, in respect of all or any of its subsidiaries’ or affiliates’, business or to the Company’s, or any of its subsidiaries’ or affiliates’, actual or demonstrably anticipated research or development, or (ii) which does not result from any work the Executive performed for the Company or any of its subsidiaries or affiliatesmatters aforesaid.

Inventions, etc. The Executive hereby sellsDuring the Term and for a period of one year thereafter, transfers and assigns the Employee will promptly disclose to the Company or any of its subsidiaries or affiliates or to any person or entity designated by the Company all of the entire rightdesigns, title and interest of the Executive in and to all processes, inventions, ideas, disclosures and improvements, whether patented or unpatenteddevelopments, discoveries, processes, techniques, and copyrightable material, made or conceived by the Executive, solely or jointly, during his employment by the Company which relate to methods, apparatus, designs, products, processes or devices, sold, leased, used or under consideration or development by the Company or any of its subsidiaries or affiliates, or which otherwise relate to or pertain to the business, functions or operations of the Company or any of its subsidiaries or affiliates or which arise from the efforts of the Executive during the course of his employment for the Company. The Executive shall communicate promptly and disclose to the Company, in such form as the Company requests, all information, details and data pertaining to the aforementioned inventions, ideas, disclosures and improvements; and the Executive shall execute and deliver to the Company such formal transfers and assignments and such other papers and documents as may be necessary or required of the Executive to permit the Company or any of its subsidiaries or affiliates or any person or entity designated by the Company to file and prosecute the patent applications and, as to copyrightable material, to obtain copyright thereof. Any invention relating information related to the business of the Company conceived, developed, acquired, or any reduced to practice by him alone or with others during the Term of its subsidiaries this Agreement, whether or affiliates not conceived during regular working hours, through the use of Company time, material or facilities or otherwise (“Inventions”). The Employee agrees that all copyrights created in conjunction with his service to the Company and disclosed by other Inventions, are “works made for hire” (as that term is defined under the Executive within one year following Copyright Act of 1976, as amended). All such copyrights, trademarks, and other Inventions shall be the termination sole and exclusive property of his employment with the Company, and the Company shall be deemed the sole owner of all patents, copyrights, trademarks, trade secrets, and other rights and protection in connection therewith. To the extent any such copyright and other Inventions may not be works for hire, the Employee hereby assigns to fall within the provisions of this paragraph unless proved Corporation any and all rights he or she now has or may hereafter acquire in such copyrights and any other Inventions. Upon request the Employee shall deliver to have been first conceived the Company all drawings, models and made following other data and records relating to such terminationcopyrights, trademarks and Inventions. The foregoing requirements of this Section 7(dEmployee further agrees as to all such Inventions, to assist the Company in every proper way (but at the Company’s expense) to obtain, register, and from time to time enforce patents, copyrights, trademarks, trade secrets, and other rights and protection relating to said Inventions in and all countries, and to that end the Employee shall not apply execute all documents for use in applying for and obtaining such patents, copyrights, trademarks, trade secrets and other rights and protection on and enforcing such Inventions, as the Company may desire, together with any assignments thereof to any invention for which no equipment, supplies, facility the Company or trade secret information persons designated by it. Such obligation to assist the Company shall continue beyond the termination of the Company was used and which was developed entirely on the ExecutiveEmployee’s own time, and (i) which does not relate directly service to the Company’s, but the Company shall compensate the Employee at a reasonable rate after termination of service for time actually spent by the Employee at the Company’s request for such assistance. In the event the Company is unable, after reasonable effort, to secure the Employee’s signature on any document or documents needed to apply for or prosecute any patent, copyright, trademark, trade secret, or other right or protection relating to an Invention, whether because of the Employee’s physical or mental incapacity or for any other reason whatsoever, the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent coupled with an interest and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of its subsidiaries’ or affiliates’patents, business or to the Company’scopyrights, trademarks, trade secrets, or any of its subsidiaries’ similar rights or affiliates’, actual or demonstrably anticipated research or development, or (ii) which does not result from any work protection thereon with the Executive performed for same legal force and effect as if executed by the Company or any of its subsidiaries or affiliatesEmployee.

Inventions, etc. The Executive hereby sellsDuring the Term and for a period of one year thereafter, transfers and assigns the Employee will promptly disclose to the Company or any of its subsidiaries or affiliates or to any person or entity designated by the Company all of the entire rightdesigns, title and interest of the Executive in and to all processes, inventions, ideas, disclosures and improvements, whether patented or unpatenteddevelopments, discoveries, processes, techniques, and copyrightable material, made or conceived by the Executive, solely or jointly, during his employment by the Company which relate to methods, apparatus, designs, products, processes or devices, sold, leased, used or under consideration or development by the Company or any of its subsidiaries or affiliates, or which otherwise relate to or pertain to the business, functions or operations of the Company or any of its subsidiaries or affiliates or which arise from the efforts of the Executive during the course of his employment for the Company. The Executive shall communicate promptly and disclose to the Company, in such form as the Company requests, all information, details and data pertaining to the aforementioned inventions, ideas, disclosures and improvements; and the Executive shall execute and deliver to the Company such formal transfers and assignments and such other papers and documents as may be necessary or required of the Executive to permit the Company or any of its subsidiaries or affiliates or any person or entity designated by the Company to file and prosecute the patent applications and, as to copyrightable material, to obtain copyright thereof. Any invention relating information related to the business of the Company conceived, developed, acquired, or any reduced to practice by him alone or with others during the Term of its subsidiaries this Agreement, whether or affiliates not conceived during regular working hours, through the use of Company time, material or facilities or otherwise (“Inventions”). The Employee agrees that all copyrights created in conjunction with his service to the Company and disclosed by other Inventions, are “works made for hire” (as that term is defined under the Executive within one year following Copyright Act of 1976, as amended). All such copyrights, trademarks, and other Inventions shall be the termination sole and exclusive property of his employment with the Company, and the Company shall be deemed the sole owner of all patents, copyrights, trademarks, trade secrets, and other rights and protection in connection therewith. To the extent any such copyright and other Inventions may not be works for hire, the Employee hereby assigns to fall within the provisions of this paragraph unless proved Company any and all rights he now has or may hereafter acquire in such copyrights and any other Inventions. Upon request the Employee shall deliver to have been first conceived the Company all drawings, models and made following other data and records relating to such terminationcopyrights, trademarks and Inventions. The foregoing requirements of this Section 7(dEmployee further agrees as to all such Inventions, to assist the Company in every proper way (but at the Company’s expense) to obtain, register, and from time to time enforce patents, copyrights, trademarks, trade secrets, and other rights and protection relating to said Inventions in any and all countries, and to that end the Employee shall not apply execute all documents for use in applying for and obtaining such patents, copyrights, trademarks, trade secrets and other rights and protection on and enforcing such Inventions, as the Company may reasonably request, together with any assignments thereof to any invention for which no equipment, supplies, facility the Company or trade secret information persons designated by it. Such obligation to assist the Company shall continue beyond the termination of the Company was used and which was developed entirely on the ExecutiveEmployee’s own time, and (i) which does not relate directly service to the Company’s, but the Company shall compensate the Employee at a reasonable rate after termination of service for time actually spent by the Employee at the Company’s request for such assistance. In the event the Company is unable, after reasonable effort, to secure the Employee’s signature on any document or documents needed to apply for or prosecute any patent, copyright, trademark, trade secret, or other right or protection relating to an Invention, whether because of the Employee’s physical or mental incapacity or for any other reason whatsoever, the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent coupled with an interest and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of its subsidiaries’ or affiliates’patents, business or to the Company’scopyrights, trademarks, trade secrets, or any of its subsidiaries’ similar rights or affiliates’, actual or demonstrably anticipated research or development, or (ii) which does not result from any work protection thereon with the Executive performed for same legal force and effect as if executed by the Company or any of its subsidiaries or affiliatesEmployee.

Inventions, etc. The Executive hereby sells, transfers and assigns to the Company or any of its subsidiaries or affiliates or to any person or entity designated by the Company all (a) It shall be part of the entire right, title normal duties of Employee at all times to consider in what manner and interest of by what new methods or devices the Executive in and to all inventions, ideas, disclosures and improvements, whether patented or unpatented, and copyrightable material, made or conceived by the Executive, solely or jointly, during his employment by the Company which relate to methods, apparatus, designs, products, processes services, processes, equipment or devices, sold, leased, used or under consideration or development by the Company or any of its subsidiaries or affiliates, or which otherwise relate to or pertain to the business, functions or operations systems of the Company or any of its subsidiaries affiliates with which he is concerned or affiliates or for which arise from he is responsible might be improved, and promptly to give to the efforts President of the Executive during Company or Board of Directors full details of any invention or improvement which he may from time to time make or discover in the course of his employment for duties, and to further the Company. The Executive shall communicate promptly and disclose to the Company, in such form as the Company requests, all information, details and data pertaining to the aforementioned inventions, ideas, disclosures and improvements; and the Executive shall execute and deliver to the Company such formal transfers and assignments and such other papers and documents as may be necessary or required of the Executive to permit the Company or any of its subsidiaries or affiliates or any person or entity designated by the Company to file and prosecute the patent applications and, as to copyrightable material, to obtain copyright thereof. Any invention relating to the business interests of the Company with regard thereto. Subject only to any contrary provisions of the laws of the United States or any the Commonwealth of its subsidiaries Massachusetts, all such materials, inventions, improvements, methods, products, services, equipment or affiliates and disclosed by the Executive within one year following the termination of his employment with the Company systems shall be deemed to fall within be “works made for hire”, and to the extent such items are not works made for hire, Employee hereby irrevocably grants and assigns such materials, inventions, improvements, methods, products, services, equipment or systems to the Company which shall be entitled, free of charge, to the sole ownership of any such invention or improvement. (b) Employee shall, if and when required so to do by the Company, at the expense of the Company, apply or join with the Company in applying for patents or other protection in any part of the world for any such discovery, invention or process as aforesaid and shall at the expense of the Company, execute and do or cause to be done all instruments and things reasonably necessary for vesting the said patent or other protection when obtained and all right, title and interest to and in the same in the Company or in such other person as the Company may designate. (c) For the purpose of this clause Employee hereby irrevocably authorizes the company as his attorney in his name to execute any documents or take any actions which are required in, order to give effect to the provisions of this paragraph unless proved Section and the Company is hereby empowered to have been first conceived appoint and made following such termination. The foregoing requirements of this Section 7(d) shall not apply to remove at its pleasure any invention person as agent and substitute for which no equipment, supplies, facility or trade secret information and on behalf of the Company was used and which was developed entirely on the Executive’s own time, and (i) which does not relate directly to the Company’s, in respect of all or any of its subsidiaries’ or affiliates’, business or to the Company’s, or any of its subsidiaries’ or affiliates’, actual or demonstrably anticipated research or development, or (ii) which does not result from any work the Executive performed for the Company or any of its subsidiaries or affiliatesmatters aforesaid.

Inventions, etc. The Executive hereby sellsDuring the Term and for a period of one year thereafter, transfers and assigns the Employee will promptly disclose to the Company or any of its subsidiaries or affiliates or to any person or entity designated by the Company all of the entire rightdesigns, title and interest of the Executive in and to all processes, inventions, ideas, disclosures and improvements, whether patented or unpatenteddevelopments, discoveries, processes, techniques, and copyrightable material, made or conceived by the Executive, solely or jointly, during his employment by the Company which relate to methods, apparatus, designs, products, processes or devices, sold, leased, used or under consideration or development by the Company or any of its subsidiaries or affiliates, or which otherwise relate to or pertain to the business, functions or operations of the Company or any of its subsidiaries or affiliates or which arise from the efforts of the Executive during the course of his employment for the Company. The Executive shall communicate promptly and disclose to the Company, in such form as the Company requests, all information, details and data pertaining to the aforementioned inventions, ideas, disclosures and improvements; and the Executive shall execute and deliver to the Company such formal transfers and assignments and such other papers and documents as may be necessary or required of the Executive to permit the Company or any of its subsidiaries or affiliates or any person or entity designated by the Company to file and prosecute the patent applications and, as to copyrightable material, to obtain copyright thereof. Any invention relating information related to the business of the Company conceived, developed, acquired, or any of its subsidiaries or affiliates and disclosed reduced to practice by the Executive within one year following Employee alone or with others during the termination Term of his employment this Agreement, whether or not conceived during regular working hours, through the use of Company time, material or facilities or otherwise (“Inventions”). The Employee agrees that all copyrights created in conjunction with the Employee's service to the Company and other Inventions, are “works made for hire” (as that term is defined under the Copyright Act of 1976, as amended). All such copyrights, trademarks, and other Inventions shall be the sole and exclusive property of the Company, and the Company shall be deemed the sole owner of all patents, copyrights, trademarks, trade secrets, and other rights and protection in connection therewith. To the extent any such copyright and other Inventions may not be works for hire, the Employee hereby assigns to fall within the provisions of this paragraph unless proved Corporation any and all rights the Employee now has or may hereafter acquire in such copyrights and any other Inventions. Upon request the Employee shall deliver to have been first conceived the Company all drawings, models and made following other data and records relating to such terminationcopyrights, trademarks and Inventions. The foregoing requirements of this Section 7(dEmployee further agrees, as to all such Inventions, to assist the Company in every proper way (but at the Company’s expense) to obtain, register, and from time to time enforce patents, copyrights, trademarks, trade secrets, and other rights and protection relating to said Inventions in and all countries, and to that end the Employee shall not apply execute all documents for use in applying for and obtaining such patents, copyrights, trademarks, trade secrets and other rights and protection on and enforcing such Inventions, as the Company may desire, together with any assignments thereof to any invention for which no equipment, supplies, facility the Company or trade secret information persons designated by it. Such obligation to assist the Company shall continue beyond the termination of the Company was used and which was developed entirely on the ExecutiveEmployee’s own time, and (i) which does not relate directly service to the Company’s, but the Company shall compensate the Employee at a reasonable rate after termination of service for time actually spent by the Employee at the Company’s request for such assistance. In the event the Company is unable, after reasonable effort, to secure the Employee’s signature on any document or documents needed to apply for or prosecute any patent, copyright, trademark, trade secret, or other right or protection relating to an Invention, whether because of the Employee’s physical or mental incapacity or for any other reason whatsoever, the Employee hereby irrevocably designates and appoints the Company and the its duly authorized officers and agents as the Employee's agent coupled with an interest and attorney-in-fact, to act for and in the Employee's behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of its subsidiaries’ or affiliates’patents, business or to the Company’scopyrights, trademarks, trade secrets, or any of its subsidiaries’ similar rights or affiliates’, actual or demonstrably anticipated research or development, or (ii) which does not result from any work protection thereon with the Executive performed for same legal force and effect as if executed by the Company or any of its subsidiaries or affiliatesEmployee.

Inventions, etc. The Executive hereby sells(i) On or before the Last Work Date and for a period of one year thereafter, transfers and assigns to the Company or any of its subsidiaries or affiliates or to any person or entity designated by the Company all of the entire right, title and interest of the Executive in and to all inventions, ideas, disclosures and improvements, whether patented or unpatented, and copyrightable material, made or conceived by the Executive, solely or jointly, during his employment by the Company which relate to methods, apparatus, designs, products, processes or devices, sold, leased, used or under consideration or development by the Company or any of its subsidiaries or affiliates, or which otherwise relate to or pertain to the business, functions or operations of the Company or any of its subsidiaries or affiliates or which arise from the efforts of the Executive during the course of his employment for the Company. The Executive shall communicate Employee will promptly and disclose to the CompanyEmployer all designs, in such form as the Company requestsprocesses, all information, details and data pertaining to the aforementioned inventions, ideasimprovements, disclosures developments, discoveries, processes, techniques, and improvements; and the Executive shall execute and deliver to the Company such formal transfers and assignments and such other papers and documents as may be necessary or required of the Executive to permit the Company or any of its subsidiaries or affiliates or any person or entity designated by the Company to file and prosecute the patent applications and, as to copyrightable material, to obtain copyright thereof. Any invention relating information related to the business of the Company Employer conceived, developed, acquired, or reduced to practice by him alone or with others during the Employee’s employment with the Employer, whether or not conceived during regular working hours, through the use of Employee time, material or facilities or otherwise (“Inventions”). (ii) The Employee agrees that all copyrights created in conjunction with his service to the Employer and other Inventions, are “works made for hire” (as that term is defined under the Copyright Act of 1976, as amended). All such copyrights, trademarks, and other Inventions shall be the sole and exclusive property of the Employer, and the Employer shall be the sole owner of all patents, copyrights, trademarks, trade secrets, and other rights and protection in connection therewith. To the extent any of its subsidiaries such copyright and other Inventions may not be works for hire, the Employee hereby assigns to the Employer any and all rights he now has or affiliates may hereafter acquire in such copyrights and disclosed any other Inventions. Upon request the Employee shall deliver to the Employer all drawings, models and other data and records relating to such copyrights, trademarks and Inventions. The Employee further agrees as to all such Inventions, to assist the Employer in every proper way (but at the Employer’s expense) to obtain, register, and from time to time enforce patents, copyrights, trademarks, trade secrets, and other rights and protection relating to said Inventions in any and all countries, and to that end the Employee shall execute all documents for use in applying for and obtaining such patents, copyrights, trademarks, trade secrets and other rights and protection on and enforcing such Inventions, as the Employer may reasonably request, together with any assignments thereof to the Employer or persons designated by it. Such obligation to assist the Executive within one year following Employer shall continue beyond the termination of the Employee’s service to the Employer on the Last Work Date, but the Employer shall compensate the Employee at a reasonable rate after termination of service for time actually spent by the Employee at the Employer’s request for such assistance. In the event the Employer is unable, after reasonable effort, to secure the Employee’s signature on any document or documents needed to apply for or prosecute any patent, copyright, trademark, trade secret, or other right or protection relating to an Invention, whether because of the Employee’s physical or mental incapacity or for any other reason whatsoever, the Employee hereby irrevocably designates and appoints the Employer and its duly authorized officers and agents, during the Restricted Period (as defined below), as his employment agent coupled with an interest and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, trademarks, trade secrets, or similar rights or protection thereon with the Company shall be deemed to fall within same legal force and effect as if executed by the provisions of this paragraph unless proved to have been first conceived and made following such termination. The foregoing requirements of this Section 7(d) shall not apply to any invention for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on the Executive’s own time, and (i) which does not relate directly to the Company’s, or any of its subsidiaries’ or affiliates’, business or to the Company’s, or any of its subsidiaries’ or affiliates’, actual or demonstrably anticipated research or development, or (ii) which does not result from any work the Executive performed for the Company or any of its subsidiaries or affiliatesEmployee.

Inventions, etc. The Executive hereby sellsDuring the Term and for a period of one year thereafter, transfers the Consultant and assigns the Principal will promptly disclose to the Company or any of its subsidiaries or affiliates or to any person or entity designated by the Company all of the entire rightdesigns, title and interest of the Executive in and to all processes, inventions, ideas, disclosures and improvements, whether patented or unpatenteddevelopments, discoveries, processes, techniques, and copyrightable material, made or conceived by the Executive, solely or jointly, during his employment by the Company which relate to methods, apparatus, designs, products, processes or devices, sold, leased, used or under consideration or development by the Company or any of its subsidiaries or affiliates, or which otherwise relate to or pertain to the business, functions or operations of the Company or any of its subsidiaries or affiliates or which arise from the efforts of the Executive during the course of his employment for the Company. The Executive shall communicate promptly and disclose to the Company, in such form as the Company requests, all information, details and data pertaining to the aforementioned inventions, ideas, disclosures and improvements; and the Executive shall execute and deliver to the Company such formal transfers and assignments and such other papers and documents as may be necessary or required of the Executive to permit the Company or any of its subsidiaries or affiliates or any person or entity designated by the Company to file and prosecute the patent applications and, as to copyrightable material, to obtain copyright thereof. Any invention relating information related to the business of the Company conceived, developed, acquired, or any of its subsidiaries or affiliates and disclosed reduced to practice by the Executive within one year following Consultant or Principal alone or with others during the termination Term of his employment this Agreement, whether or not conceived during regular working hours, through the use of Company time, material or facilities or otherwise (“Inventions”). The Consultant and Principal each agrees that all copyrights created in conjunction with the Consultant's service to the Company and other Inventions, are “works made for hire” (as that term is defined under the Copyright Act of 1976, as amended). All such copyrights, trademarks, and other Inventions shall be the sole and exclusive property of the Company, and the Company shall be deemed the sole owner of all patents, copyrights, trademarks, trade secrets, and other rights and protection in connection therewith. To the extent any such copyright and other Inventions may not be works for hire, the Consultant and Principal each hereby assigns to fall within the provisions of this paragraph unless proved Company any and all rights the Consultant and Principal now has or may hereafter acquire in such copyrights and any other Inventions. Upon request the Consultant and Principal shall deliver to have been first conceived the Company all drawings, models and made following other data and records relating to such terminationcopyrights, trademarks and Inventions. The foregoing requirements of this Section 7(dConsultant and Principal each further agrees, as to all such Inventions, to assist the Company in every proper way (but at the Company’s expense) to obtain, register, and from time to time enforce patents, copyrights, trademarks, trade secrets, and other rights and protection relating to said Inventions in and all countries, and to that end the Consultant and Principal each shall not apply execute all documents for use in applying for and obtaining such patents, copyrights, trademarks, trade secrets and other rights and protection on and enforcing such Inventions, as the Company may desire, together with any assignments thereof to any invention for which no equipment, supplies, facility the Company or trade secret information persons designated by it. Such obligation to assist the Company shall continue beyond the termination of the Company was used and which was developed entirely on the ExecutiveConsultant’s own time, and (i) which does not relate directly service to the Company’s, but the Company shall compensate the Consultant at a reasonable rate after termination of service for time actually spent by the Consultant at the Company’s request for such assistance. In the event the Company is unable, after reasonable effort, to secure the Consultant’s signature on any document or documents needed to apply for or prosecute any patent, copyright, trademark, trade secret, or other right or protection relating to an Invention, whether because of the Consultant’s dissolution and/or the Principal’s physical or mental incapacity or for any other reason whatsoever, the Consultant and Principal each hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Consultant's and Principal’s agent coupled with an interest and attorney-in-fact, to act for and in the Consultant's and Principal’s behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of its subsidiaries’ or affiliates’patents, business or to the Company’scopyrights, trademarks, trade secrets, or any of its subsidiaries’ similar rights or affiliates’, actual or demonstrably anticipated research or development, or (ii) which does not result from any work protection thereon with the Executive performed for same legal force and effect as if executed by the Company or any of its subsidiaries or affiliatesConsultant.

Inventions, etc. The Executive hereby sells, transfers and assigns to the Company or any of its subsidiaries or affiliates or to any person or entity designated by the Company all (a) It shall be part of the entire right, title normal duties of Employee at all times to consider in what manner and interest of by what new methods or devices the Executive in and to all inventions, ideas, disclosures and improvements, whether patented or unpatented, and copyrightable material, made or conceived by the Executive, solely or jointly, during his employment by the Company which relate to methods, apparatus, designs, products, processes services, processes, equipment or devices, sold, leased, used or under consideration or development by the Company or any of its subsidiaries or affiliates, or which otherwise relate to or pertain to the business, functions or operations systems of the Company or any of its subsidiaries affiliates with which he is concerned or affiliates or for which arise from he is responsible might be improved, and promptly to give to the efforts Chief Executive Officer of the Executive during Company or Board of Directors full details of any invention or improvement which he may from time to time make or discover in the course of his employment for duties, and to further the Company. The Executive shall communicate promptly and disclose to the Company, in such form as the Company requests, all information, details and data pertaining to the aforementioned inventions, ideas, disclosures and improvements; and the Executive shall execute and deliver to the Company such formal transfers and assignments and such other papers and documents as may be necessary or required of the Executive to permit the Company or any of its subsidiaries or affiliates or any person or entity designated by the Company to file and prosecute the patent applications and, as to copyrightable material, to obtain copyright thereof. Any invention relating to the business interests of the Company with regard thereto. Subject only to any contrary provisions of the laws of the United States or any the State of its subsidiaries Delaware or affiliates and disclosed by the Executive within one year following the termination Commonwealth of his employment with the Company Massachusetts, all such materials, inventions, improvements, methods, products, services, equipment or systems shall be deemed to fall within be “works made for hire,” and to the extent such items are not works made for hire, Employee hereby irrevocably grants and assigns such materials, inventions, improvements, methods, products, services, equipment or systems to the Company which shall be entitled, free of charge, to the sole ownership of any such invention or improvement. (b) Employee shall, if and when required so to do by the Company, at the expense of the Company, apply or join with the Company in applying for patents or other protection in any part of the world for any such discovery, invention or process as aforesaid and shall at the expense of the Company, execute and do or cause to be done all instruments and things reasonably necessary for vesting the said patent or other protection when obtained and all right, title and interest to and in the same in the Company or in such other person as the Company may designate. (c) For the purpose of this clause Employee hereby irrevocably authorizes the Company as his attorney in his name to execute any documents or take any actions which are required in order to give effect to the provisions of this paragraph unless proved Section and the Company is hereby empowered to have been first conceived appoint and made following such termination. The foregoing requirements of this Section 7(d) shall not apply to remove at its pleasure any invention person as agent and substitute for which no equipment, supplies, facility or trade secret information and on behalf of the Company was used and which was developed entirely on the Executive’s own time, and (i) which does not relate directly to the Company’s, in respect of all or any of its subsidiaries’ or affiliates’, business or to the Company’s, or any of its subsidiaries’ or affiliates’, actual or demonstrably anticipated research or development, or (ii) which does not result from any work the Executive performed for the Company or any of its subsidiaries or affiliatesmatters aforesaid.

Inventions, etc. The Executive hereby sellsEMPLOYEE will disclose promptly to Employer and does assign and agrees to assign to Employer, transfers without additional compensation to EMPLOYEE, all of EMPLOYEE's right, title, and assigns to the Company or any of its subsidiaries or affiliates or interest in and to any person and all inventions, intellectual property, discoveries, improvements, modifications, extension or entity designated advancements made, conceived, devised, developed or perfected by EMPLOYEE during the Company all term of the entire rightEMPLOYEE's employment, title whether on duty or off, and interest of the Executive in and to all inventionsproprietary rights therein or based thereon, ideas, disclosures and improvements, whether patented or unpatented, and copyrightable material, made or conceived by the Executive, solely or jointly, during his employment by the Company which relate to methods, apparatus, designs, products, processes or devices, sold, leased, used or under consideration or development by the Company or any of its subsidiaries or affiliates, or which otherwise relate to or pertain to the business, functions or operations of the Company or any of its subsidiaries or affiliates or which arise from the efforts of the Executive during the course of his employment for the Company. The Executive shall communicate promptly and disclose to the Company, in such form as the Company requests, all information, details and data pertaining to the aforementioned inventions, ideas, disclosures and improvements; and the Executive shall execute and deliver to the Company such formal transfers and assignments and such other papers and documents as may be necessary or required of the Executive to permit the Company or any of its subsidiaries or affiliates or any person or entity designated by the Company to file and prosecute the patent applications and, as to copyrightable material, to obtain copyright thereof. Any invention relating to the business of the Company or any of its subsidiaries or affiliates and disclosed by the Executive within one year following the termination of his employment with the Company shall be deemed to fall within the provisions of this paragraph unless proved to have been first conceived and made following such termination. The foregoing requirements of this Section 7(d(i) shall not apply to any invention for which no uses equipment, supplies, facility facilities or trade secret information secrets of the Company was used and which was developed entirely on the Executive’s own time, and (i) which does not relate directly to the Company’s, or any of its subsidiaries’ or affiliates’, business or to the Company’s, or any of its subsidiaries’ or affiliates’, actual or demonstrably anticipated research or developmentEmployer, or (ii) uses the time for which does not result EMPLOYEE was compensated by Employer, or (iii) which relates to the business of Employer or to its actual or demonstrable anticipated research and development, or (iv) that results, in whole or in part, from work performed by EMPLOYEE for Employer and its assigns. The EMPLOYEE agrees to sign all instruments necessary for filing and prosecution of any work application for patent, trademark or copyright of the Executive performed United States or any foreign country or the renewing of any of the aforesaid rights or applications, and to sign all instruments necessary for the Company filing and prosecution of any continued, divisional and reissue applications which may be necessary to render the aforesaid intellectual property effective and in full force. EMPLOYEE further agrees that ▇▇▇▇▇ and MSC will be entitled to and will own all the results and proceeds of the EMPLOYEE's services under this Agreement, including without limitation, all rights throughout the world to any copyright, patent, trademark or other right and to all ideas, inventions, products, programs, procedures, formats and other materials of any kind created or developed or worked on by the EMPLOYEE during her employment with MSC and ▇▇▇▇▇; the same shall be the sole and exclusive property of MSC and ▇▇▇▇▇; and EMPLOYEE will not have any right, title, or interest of any nature or kind therein. Without limiting the foregoing, it will be presumed that any copyright, patent, trademark, or other right any idea, product, program, procedure, or forma or material created, developed or worked on by the EMPLOYEE at any time during the term of her employment will be a result or proceed of the EMPLOYEE'S services under this Agreement. The EMPLOYEE will take such action and execute such documents as MSC or ▇▇▇▇▇ may request to warrant and confirm MSC and ▇▇▇▇▇'▇ title and ownership of all such results and proceeds and to transfer and assign to MSC and ▇▇▇▇▇ any rights which EMPLOYEE may have therein. The EMPLOYEE's right to any compensation or other amounts under this Agreement will not constitute a lien on any results or proceeds of the EMPLOYEE's services under this Agreement. MSC and ▇▇▇▇▇ will also own, and promptly on receipt thereof the EMPLOYEE will pay to these companies, any monies and other proceeds to which the EMPLOYEE is entitled on account of rights pertaining to any of its subsidiaries the MSC's products or affiliatesservices which the EMPLOYEE acquired before the date of this Agreement. MSC and ▇▇▇▇▇ shall be entitled, without posting bond or other security, to seek injunctive and other equitable relief to enforce the provisions of this Section 18; and no action for any such relief shall be deemed to waive the right of MSC and ▇▇▇▇▇ to an action for damages.

Inventions, etc. The Executive Employee hereby sells, transfers and assigns to the Company or any of its subsidiaries or affiliates or to any person or entity designated by the Company all of the entire right, title and interest of the Executive Employee in and to all inventions, ideas, disclosures and improvements, improvements whether patented or unpatented, and copyrightable material, made or conceived by the ExecutiveEmployee, solely or jointly, during his employment by the Company which relate to methods, apparatus, designs, software, computer programs, marketing or business plans, products, processes or devices, sold, leased, used or under consideration or development by the Company or any of its subsidiaries or affiliatesCompany, or which otherwise relate to or pertain to the business, functions or operations of the Company or any of its subsidiaries or affiliates or which arise from the efforts of the Executive during the course of Employee pursuant to his employment for the Company. The Executive Employee shall communicate promptly and disclose to the Company, in such form as the Company reasonably requests, all information, details and data pertaining to the aforementioned inventions, ideas, disclosures and improvements; and the Executive Employee (regardless of whether still employed by the Company) shall execute and deliver to the Company such formal transfers and assignments and such other papers and documents prepared at the sole expense of the Company as may be necessary or required of the Executive Employee to permit the Company or any of its subsidiaries or affiliates or any person or entity designated by the Company to file and prosecute the patent applications and, as to copyrightable material, to obtain copyright thereof. Any invention relating to the business of the Company or any of its subsidiaries or affiliates and disclosed by the Executive Employee within one year following the termination of his employment with the Company shall be deemed to fall within the provisions of this paragraph unless proved to have been first conceived and made following such termination. The foregoing requirements of In the event that Employee is required to perform under this Section 7(d) shall not apply subsequent to any invention for which no equipment, supplies, facility or trade secret information of his employment with the Company was used and which was developed entirely on the Executive’s own time, and Company: (i) which does not relate directly the Employee’s performance, to the Company’sextent practicable, shall not be burdensome with regard to Employee’s activities or any of its subsidiaries’ or affiliates’, business or to the Company’s, or any of its subsidiaries’ or affiliates’, actual or demonstrably anticipated research or development, or employment at such time; (ii) which does not result from any work the Executive performed for Employee’s performance shall be requested within one year after the date of termination of employment; and (iii) the Company or any shall compensate Employee at a rate of $150 per hour. Notwithstanding the preceding sentence, the Employee and the Company agree that if necessary (as reasonably determined by the Company in light of the importance of protecting its subsidiaries or affiliatesintellectual property), the Employee will immediately perform hereunder.

Inventions, etc. The Executive hereby sellsConfidentiality (a) Any and all ideas, transfers inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and assigns the like, which are developed, conceived, created, discovered, learned, produced and/or otherwise generated by Employee, whether individually or otherwise, during the time that Employee is employed by the Company, whether or not during working hours, that relate to (i) the business and/or activities of the Company, (ii) the Company's anticipated research or development, or (iii) any work performed by Employee for the Company, shall be the sole and exclusive property of the Company, and the Company or shall own any of its subsidiaries or affiliates or to any person or entity designated by the Company and all of the entire right, title and interest of to such property. The Employee assigns and agrees to assign to the Executive Company any and all right, title and interest in and to all any such ideas, inventions, ideasdiscoveries, disclosures and patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, whether patented or unpatentedtrade secrets and the like, and copyrightable material, made or conceived whenever requested to do so by the Executive, solely or jointly, during his employment by the Company which relate to methods, apparatus, designs, products, processes or devices, sold, leased, used or under consideration or development by the Company or any of its subsidiaries or affiliates, or which otherwise relate to or pertain to the business, functions or operations of the Company or any of its subsidiaries or affiliates or which arise from the efforts of the Executive during the course of his employment for the Company. The Executive shall communicate promptly and disclose to the Company, in such form as at the Company's expense, and the Employee agrees to execute any and all applications, assignments or other instruments which the Company requests, all information, details and data pertaining deems desirable or necessary to the aforementioned inventions, ideas, disclosures and improvements; and the Executive shall execute and deliver to the Company protect such formal transfers and assignments and such other papers and documents as may be necessary or required of the Executive to permit the Company or any of its subsidiaries or affiliates or any person or entity designated by the Company to file and prosecute the patent applications and, as to copyrightable material, to obtain copyright thereof. Any invention relating to the business of the Company or any of its subsidiaries or affiliates and disclosed by the Executive within one year following the termination of his employment with the Company shall be deemed to fall within the provisions of this paragraph unless proved to have been first conceived and made following such termination. The foregoing requirements of this interests. (b) Section 7(d8(a) shall not apply to any invention for which no equipment, supplies, facility facilities, or confidential and trade secret information of the Company was used and which was developed entirely on the Executive’s Employee's own time, and unless (i) which does not relate directly the invention relates (A) to the Company’s, or any of its subsidiaries’ or affiliates’, 's business or (B) to the Company’s, or any of its subsidiaries’ or affiliates’, 's actual or demonstrably anticipated research or development, development or (ii) which does not result the invention results from any work performed by the Executive performed Employee for the Company. (c) Employee acknowledges that Employee's work for the Company is expected to bring him or her into close contact with various confidential business data of the Company and its clients not readily available to the public. Accordingly, Employee: (i) covenants and agrees that (A) during the Employment Period, except pursuant to appropriate safeguards on confidentiality and only in connection with the business of the Company, and (B) after the Employment Period, on any basis for any reason, Employee shall not use or disclose to anyone except authorized personnel of the Company, whether or not for his or her benefit or otherwise, any confidential matters (collectively, "Confidential Matters"), concerning the Company or its subsidiaries suppliers, consultants, agents or clients, whether former, current or potential (collectively, the "Clients"), including without limitation, all confidential technical information of the Company, secrets, trade secrets, formulas, proprietary software, copyrights, Client lists, lists of employees, confidential evaluations, mailing lists, details of consultant contracts, pricing policies, sales data and reports, margins, operational methods and processes, marketing plans or strategies, business acquisition plans, new personnel acquisition plans, financial information and other confidential business affairs, learned by Employee concerning the Company, its Clients, or a third party, including without limitation, any subsidiaries, partners, affiliates, shareholders, employees, lenders, suppliers, consultants, agents or joint venture partners of the Company (collectively, "Affiliates"); and (ii) covenants and agrees that (A) all confidential memoranda, notes, sketches, lists (including, without limitation, mailing and customer lists), records, other confidential documents and computer diskettes (and all copies thereof) made or compiled by Employee or made available to him or her concerning the Company, its Clients and any Affiliates are the sole property of the Company, and (B) if such documents are in the possession or control of Employee, Employee shall deliver them, without retaining any copies thereof, to the Company promptly at the time of Employee's termination of employment or at any other time upon request by the Company.

Inventions, etc. The Executive hereby sells, transfers and assigns to the Company or any of its subsidiaries or affiliates or to any person or entity designated by the Company all of the entire right, title and interest of the Executive in and to all inventions, ideas, disclosures and improvements, whether patented or unpatented, and copyrightable material, made or conceived by the Executive, solely or jointly, during his her employment by the Company which relate to methods, apparatus, designs, products, processes or devices, sold, leased, used or under consideration or development by the Company or any of its subsidiaries or affiliates, or which otherwise relate to or pertain to the business, functions or operations of the Company or any of its subsidiaries or affiliates or which arise from the efforts of the Executive during the course of his her employment for the Company. The Executive shall communicate promptly and disclose to the Company, in such form as the Company requests, all information, details and data pertaining to the aforementioned inventions, ideas, disclosures and improvements; and the Executive shall execute and deliver to the Company such formal transfers and assignments and such other papers and documents as may be necessary or required of the Executive to permit the Company or any of its subsidiaries or affiliates or any person or entity designated by the Company to file and prosecute the patent applications and, as to copyrightable material, to obtain copyright thereof. Any invention relating to the business of the Company or any of its subsidiaries or affiliates and disclosed by the Executive within one year following the termination of his her employment with the Company shall be deemed to fall within the provisions of this paragraph unless proved to have been first conceived and made following such termination. The foregoing requirements of this Section 7(d) shall not apply to any invention for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on the Executive’s own time, and (i) which does not relate directly to the Company’s, or any of its subsidiaries’ or affiliates’, business or to the Company’s, or any of its subsidiaries’ or affiliates’, actual or demonstrably anticipated research or development, or (ii) which does not result from any work the Executive performed for the Company or any of its subsidiaries or affiliates.

Inventions, etc. The Executive hereby sellsEMPLOYEE will disclose promptly to Employer and does assign and agrees to assign to Employer, transfers without additional compensation to EMPLOYEE, all of EMPLOYEE's right, title, and assigns to the Company or any of its subsidiaries or affiliates or interest in and to any person and all inventions, intellectual property, discoveries, improvements, modifications, extension or entity designated advancements made, conceived, devised, developed or perfected by EMPLOYEE during the Company all term of the entire rightEMPLOYEE's employment, title whether on duty or off, and interest of the Executive in and to all inventionsproprietary rights therein or based thereon, ideas, disclosures and improvements, whether patented or unpatented, and copyrightable material, made or conceived by the Executive, solely or jointly, during his employment by the Company which relate to methods, apparatus, designs, products, processes or devices, sold, leased, used or under consideration or development by the Company or any of its subsidiaries or affiliates, or which otherwise relate to or pertain to the business, functions or operations of the Company or any of its subsidiaries or affiliates or which arise from the efforts of the Executive during the course of his employment for the Company. The Executive shall communicate promptly and disclose to the Company, in such form as the Company requests, all information, details and data pertaining to the aforementioned inventions, ideas, disclosures and improvements; and the Executive shall execute and deliver to the Company such formal transfers and assignments and such other papers and documents as may be necessary or required of the Executive to permit the Company or any of its subsidiaries or affiliates or any person or entity designated by the Company to file and prosecute the patent applications and, as to copyrightable material, to obtain copyright thereof. Any invention relating to the business of the Company or any of its subsidiaries or affiliates and disclosed by the Executive within one year following the termination of his employment with the Company shall be deemed to fall within the provisions of this paragraph unless proved to have been first conceived and made following such termination. The foregoing requirements of this Section 7(d(i) shall not apply to any invention for which no uses equipment, supplies, facility facilities or trade secret information secrets of the Company was used and which was developed entirely on the Executive’s own time, and (i) which does not relate directly to the Company’s, or any of its subsidiaries’ or affiliates’, business or to the Company’s, or any of its subsidiaries’ or affiliates’, actual or demonstrably anticipated research or developmentEmployer, or (ii) uses the time for which does not result EMPLOYEE was compensated by Employer, or (iii) which relates to the business of Employer or to its actual or demonstrable anticipated research and development, or (iv) that results, in whole or in part, from work performed by EMPLOYEE for Employer and its assigns. The EMPLOYEE agrees to sign all instruments necessary for filing and prosecution of any work application for patent, trademark or copyright of the Executive performed United States or any foreign country or the renewing of any of the aforesaid rights or applications, and to sign all instruments necessary for the Company filing and prosecution of any continued, divisional and reissue applications which may be necessary to render the aforesaid intellectual property effective and in full force. EMPLOYEE further agrees that ▇▇▇▇▇ and MSC will be entitled to and will own all the results and proceeds of the EMPLOYEE's services under this Agreement, including without limitation, all rights throughout the world to any copyright, patent, trademark or other right and to all ideas, inventions, products, programs, procedures, formats and other materials of any kind created or developed or worked on by the EMPLOYEE during his employment with MSC and ▇▇▇▇▇.; the same shall be the sole and exclusive property of MSC and ▇▇▇▇▇; and EMPLOYEE will not have any right, title, or interest of any nature or kind therein. Without limiting the foregoing, it will be presumed that any copyright, patent, trademark, or other right any idea, product, program, procedure, or forma or material created, developed or worked on by the EMPLOYEE at any time during the term of his employment will be a result or proceed of the EMPLOYEE'S services under this Agreement. The EMPLOYEE will take such action and execute such documents as MSC or ▇▇▇▇▇ may request to warrant and confirm MSC and ▇▇▇▇▇'▇ title and ownership of all such results and proceeds and to transfer and assign to MSC and ▇▇▇▇▇ any rights which EMPLOYEE may have therein. The EMPLOYEE's right to any compensation or other amounts under this Agreement will not constitute a lien on any results or proceeds of the EMPLOYEE's services under this Agreement. MSC and ▇▇▇▇▇ will also own, and promptly on receipt thereof the EMPLOYEE will pay to these companies, any monies and other proceeds to which the EMPLOYEE is entitled on account of rights pertaining to any of its subsidiaries the MSC's products or affiliatesservices which the EMPLOYEE acquired before the date of this Agreement. MSC and ▇▇▇▇▇ shall be entitled, without posting bond or other security, to seek injunctive and other equitable relief to enforce the provisions of this Section 18; and no action for any such relief shall be deemed to waive the right of MSC and ▇▇▇▇▇ to an action for damages.

Inventions, etc. The Executive hereby sellsDuring the Term and for a period of one year thereafter, transfers and assigns the Employee will promptly disclose to the Company or any of its subsidiaries or affiliates or to any person or entity designated by the Company all of the entire rightdesigns, title and interest of the Executive in and to all processes, inventions, ideas, disclosures and improvements, whether patented or unpatenteddevelopments, discoveries, processes, techniques, and copyrightable material, made or conceived by the Executive, solely or jointly, during his employment by the Company which relate to methods, apparatus, designs, products, processes or devices, sold, leased, used or under consideration or development by the Company or any of its subsidiaries or affiliates, or which otherwise relate to or pertain to the business, functions or operations of the Company or any of its subsidiaries or affiliates or which arise from the efforts of the Executive during the course of his employment for the Company. The Executive shall communicate promptly and disclose to the Company, in such form as the Company requests, all information, details and data pertaining to the aforementioned inventions, ideas, disclosures and improvements; and the Executive shall execute and deliver to the Company such formal transfers and assignments and such other papers and documents as may be necessary or required of the Executive to permit the Company or any of its subsidiaries or affiliates or any person or entity designated by the Company to file and prosecute the patent applications and, as to copyrightable material, to obtain copyright thereof. Any invention relating information related to the business of the Company conceived, developed, acquired, or any reduced to practice by him alone or with others during the Term of its subsidiaries this Agreement, whether or affiliates not conceived during regular working hours, through the use of Company time, material or facilities or otherwise (“Inventions”). The Employee agrees that all copyrights created in conjunction with his service to the Company and disclosed by other Inventions, are “works made for hire” (as that term is defined under the Executive within one year following Copyright Act of 1976, as amended). All such copyrights, trademarks, and other Inventions shall be the termination sole and exclusive property of his employment with the Company, and the Company shall be deemed the sole owner of all patents, copyrights, trademarks, trade secrets, and other rights and protection in connection therewith. To the extent any such copyright and other Inventions may not be works for hire, the Employee hereby assigns to fall within the provisions of this paragraph unless proved Company any and all rights he now has or may hereafter acquire in such copyrights and any other Inventions. Upon request the Employee shall deliver to have been first conceived the Company all drawings, models and made following other data and records relating to such terminationcopyrights, trademarks and Inventions. The foregoing requirements of this Section 7(dEmployee further agrees as to all such Inventions, to assist the Company in every proper way (but at the Company’s expense) to obtain, register, and from time to time enforce patents, copyrights, trademarks, trade secrets, and other rights and protection relating to said Inventions in any and all countries, and to that end the Employee shall not apply execute all documents for use in applying for and obtaining such patents, copyrights, trademarks, trade secrets and other rights and protection on and enforcing such Inventions, as the Company may reasonably request, together withany assignments thereof to any invention for which no equipment, supplies, facility the Company or trade secret information persons designated by it.Such obligation to assist the Company shall continue beyond the termination of the Company was used and which was developed entirely on the ExecutiveEmployee’s own time, and (i) which does not relate directly service to the Company’s, but the Company shall compensate the Employee at a reasonable rate after termination of service for time actually spent by the Employee at the Company’s request for such assistance. In the event the Company is unable, after reasonable effort, to secure the Employee’s signature on any document or documents needed to apply for or prosecute any patent, copyright, trademark, trade secret, or other right or protection relating to an Invention, whether because of the Employee’s physical or mental incapacity or for any other reason whatsoever, the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents, during the Term of its subsidiaries’ this Agreement and for a period of two years after termination of this Agreement, as his agent coupled with an interest and attorney-in-fact, to act for and in his behalf and stead to execute and file any such application or affiliates’applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, business or to the Company’scopyrights, trademarks, trade secrets, or any of its subsidiaries’ similar rights or affiliates’, actual or demonstrably anticipated research or development, or (ii) which does not result from any work protection thereon with the Executive performed for same legal force and effect as if executed by the Company or any of its subsidiaries or affiliatesEmployee.

Inventions, etc. The Executive hereby sellsDuring the Term and for a period of one year thereafter, transfers and assigns the Employee will promptly disclose to the Company or any of its subsidiaries or affiliates or to any person or entity designated by the Company all of the entire rightdesigns, title and interest of the Executive in and to all processes, inventions, ideas, disclosures and improvements, whether patented or unpatenteddevelopments, discoveries, processes, techniques, and copyrightable material, made or conceived by the Executive, solely or jointly, during his employment by the Company which relate to methods, apparatus, designs, products, processes or devices, sold, leased, used or under consideration or development by the Company or any of its subsidiaries or affiliates, or which otherwise relate to or pertain to the business, functions or operations of the Company or any of its subsidiaries or affiliates or which arise from the efforts of the Executive during the course of his employment for the Company. The Executive shall communicate promptly and disclose to the Company, in such form as the Company requests, all information, details and data pertaining to the aforementioned inventions, ideas, disclosures and improvements; and the Executive shall execute and deliver to the Company such formal transfers and assignments and such other papers and documents as may be necessary or required of the Executive to permit the Company or any of its subsidiaries or affiliates or any person or entity designated by the Company to file and prosecute the patent applications and, as to copyrightable material, to obtain copyright thereof. Any invention relating information related to the business of the Company conceived, developed, acquired, or any reduced to practice by her alone or with others during the Term of its subsidiaries this Agreement, whether or affiliates not conceived during regular working hours, through the use of Company time, material or facilities or otherwise (“Inventions”). The Employee agrees that all copyrights created in conjunction with her service to the Company and disclosed by other Inventions, are “works made for hire” (as that term is defined under the Executive within one year following Copyright Act of 1976, as amended). All such copyrights, trademarks, and other Inventions shall be the termination sole and exclusive property of his employment with the Company, and the Company shall be deemed the sole owner of all patents, copyrights, trademarks, trade secrets, and other rights and protection in connection therewith. To the extent any such copyright and other Inventions may not be works for hire, the Employee hereby assigns to fall within the provisions of this paragraph unless proved Company any and all rights he now has or may hereafter acquire in such copyrights and any other Inventions. Upon request the Employee shall deliver to have been first conceived the Company all drawings, models and made following other data and records relating to such terminationcopyrights, trademarks and Inventions. The foregoing requirements of this Section 7(dEmployee further agrees as to all such Inventions, to assist the Company in every proper way (but at the Company’s expense) to obtain, register, and from time to time enforce patents, copyrights, trademarks, trade secrets, and other rights and protection relating to said Inventions in any and all countries, and to that end the Employee shall not apply execute all documents for use in applying for and obtaining such patents, copyrights, trademarks, trade secrets and other rights and protection on and enforcing such Inventions, as the Company may reasonably request, together with any assignments thereof to any invention for which no equipment, supplies, facility the Company or trade secret information persons designated by it. Such obligation to assist the Company shall continue beyond the termination of the Company was used and which was developed entirely on the ExecutiveEmployee’s own time, and (i) which does not relate directly service to the Company’s, but the Company shall compensate the Employee at a reasonable rate after termination of service for time actually spent by the Employee at the Company’s request for such assistance. In the event the Company is unable, after reasonable effort, to secure the Employee’s signature on any document or documents needed to apply for or prosecute any patent, copyright, trademark, trade secret, or other right or protection relating to an Invention, whether because of the Employee’s physical or mental incapacity or for any other reason whatsoever, the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents, during the Term of its subsidiaries’ this Agreement and for a period of two years after termination of this Agreement, as her agent coupled with an interest and attorney-in-fact, to act for and in her behalf and stead to execute and file any such application or affiliates’applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, business or to the Company’scopyrights, trademarks, trade secrets, or any of its subsidiaries’ similar rights or affiliates’, actual or demonstrably anticipated research or development, or (ii) which does not result from any work protection thereon with the Executive performed for same legal force and effect as if executed by the Company or any of its subsidiaries or affiliatesEmployee.

Inventions, etc. The Executive hereby sells, transfers and assigns to the Company or any of its subsidiaries or affiliates or to any person or entity designated by the Company all (a) It shall be part of the entire right, title normal duties of Employee at all times to consider in what manner and interest of by what new methods or devices the Executive in and to all inventions, ideas, disclosures and improvements, whether patented or unpatented, and copyrightable material, made or conceived by the Executive, solely or jointly, during his employment by the Company which relate to methods, apparatus, designs, products, processes services, processes, equipment or devices, sold, leased, used or under consideration or development by the Company or any of its subsidiaries or affiliates, or which otherwise relate to or pertain to the business, functions or operations systems of the Company or any of its subsidiaries affiliates with which she is concerned or affiliates or for which arise from the efforts of the Executive during the course of his employment for the Company. The Executive shall communicate she is responsible might be improved, and promptly and disclose to give to the Company, in such form as the Company requests, all information, details and data pertaining to the aforementioned inventions, ideas, disclosures and improvements; and the Executive shall execute and deliver to the Company such formal transfers and assignments and such other papers and documents as may be necessary or required of the Executive to permit the Company or any of its subsidiaries or affiliates or any person or entity designated by the Company to file and prosecute the patent applications and, as to copyrightable material, to obtain copyright thereof. Any invention relating to the business President of the Company or Board of Directors full details of any invention or improvement which she may from time to time make or discover in the course of its subsidiaries or affiliates her duties, and disclosed by to further the Executive within one year following the termination interests of his employment with the Company with regard thereto. Subject only to any contrary provisions of the laws of the United States or the State of Florida, all such materials, inventions, improvements, methods, products, services, equipment or systems shall be deemed to fall within be “works made for hire”, and to the extent such items are not works made for hire, Employee hereby irrevocably grants and assigns such materials, inventions, improvements, methods, products, services, equipment or systems to the Company which shall be entitled, free of charge, to the sole ownership of any such invention or improvement. (b) Employee shall, if and when required so to do by the Company, at the expense of the Company, apply or join with the Company in applying for patents or other protection in any part of the world for any such discovery, invention or process as aforesaid and shall at the expense of the Company, execute and do or cause to be done all instruments and things reasonably necessary for vesting the said patent or other protection when obtained and all right, title and interest to and in the same in the Company or in such other person as the Company may designate. (c) For the purpose of this clause Employee hereby irrevocably authorizes the company as her attorney in her name to execute any documents or take any actions which are required in, order to give effect to the provisions of this paragraph unless proved Section and the Company is hereby empowered to have been first conceived appoint and made following such termination. The foregoing requirements of this Section 7(d) shall not apply to remove at its pleasure any invention person as agent and substitute for which no equipment, supplies, facility or trade secret information and on behalf of the Company was used and which was developed entirely on the Executive’s own time, and (i) which does not relate directly to the Company’s, in respect of all or any of its subsidiaries’ or affiliates’, business or to the Company’s, or any of its subsidiaries’ or affiliates’, actual or demonstrably anticipated research or development, or (ii) which does not result from any work the Executive performed for the Company or any of its subsidiaries or affiliatesmatters aforesaid.

Inventions, etc. The Executive hereby sellsConfidentiality. (a) Any and all ideas, transfers inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and assigns the like, which are developed, conceived, created, discovered, learned, produced and/or otherwise generated by Employee, whether individually or otherwise, during the time that Employee is employed by the Company, whether or not during working hours, that relate to (i) the business and/or activities of the Company, (ii) the Company's anticipated research or development, or (iii) any work performed by Employee for the Company, shall be the sole and exclusive property of the Company, and the Company or shall own any of its subsidiaries or affiliates or to any person or entity designated by the Company and all of the entire right, title and interest of to such property. The Employee assigns and agrees to assign to the Executive Company any and all right, title and interest in and to all any such ideas, inventions, ideasdiscoveries, disclosures and patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, whether patented or unpatentedtrade secrets and the like, and copyrightable material, made or conceived whenever requested to do so by the Executive, solely or jointly, during his employment by the Company which relate to methods, apparatus, designs, products, processes or devices, sold, leased, used or under consideration or development by the Company or any of its subsidiaries or affiliates, or which otherwise relate to or pertain to the business, functions or operations of the Company or any of its subsidiaries or affiliates or which arise from the efforts of the Executive during the course of his employment for the Company. The Executive shall communicate promptly and disclose to the Company, in such form as at the Company's expense, and the Employee agrees to execute any and all applications, assignments or other instruments which the Company requests, all information, details and data pertaining deems desirable or necessary to the aforementioned inventions, ideas, disclosures and improvements; and the Executive shall execute and deliver to the Company protect such formal transfers and assignments and such other papers and documents as may be necessary or required of the Executive to permit the Company or any of its subsidiaries or affiliates or any person or entity designated by the Company to file and prosecute the patent applications and, as to copyrightable material, to obtain copyright thereof. Any invention relating to the business of the Company or any of its subsidiaries or affiliates and disclosed by the Executive within one year following the termination of his employment with the Company shall be deemed to fall within the provisions of this paragraph unless proved to have been first conceived and made following such termination. The foregoing requirements of this interests. (b) Section 7(d8(a) shall not apply to any invention for which no equipment, supplies, facility facilities, or confidential and trade secret information of the Company was used and which was developed entirely on the Executive’s Employee's own time, and unless (i) which does not relate directly the invention relates (A) to the Company’s, or any of its subsidiaries’ or affiliates’, 's business or (B) to the Company’s, or any of its subsidiaries’ or affiliates’, 's actual or demonstrably anticipated research or development, development or (ii) which does not result the invention results from any work performed by the Executive performed Employee for the Company. (c) Employee acknowledges that Employee's work for the Company is expected to bring him or her into close contact with various confidential business data of the Company and its clients not readily available to the public. Accordingly, Employee: (i) covenants and agrees that (A) during the Employment Period, except pursuant to appropriate safeguards on confidentiality and only in connection with the business of the Company and (B) after the Employment Period, on any basis for any reason, Employee shall not use or disclose to anyone except authorized personnel of the Company, whether or not for his or her benefit or otherwise, any confidential matters (collectively, "Confidential Matters"), concerning the Company or its subsidiaries suppliers, consultants, agents or clients, whether former, current or potential (collectively, the "Clients"), including without limitation, all confidential technical information of the Company, secrets, trade secrets, formulas, proprietary software, copyrights, Client lists, lists of employees, confidential evaluations, mailing lists, details of consultant contracts, pricing policies, sales data and reports, margins, operational methods and processes, plans, financial information and other confidential business affairs, learned by Employee concerning the Company, its Clients, or a third party, including without limitation, any subsidiaries, partners, affiliates, shareholders, employees, lenders, suppliers, consultants, agents or joint venture partners of the Company (collectively, "Affiliates"); and (ii) covenants and agrees that (A) all confidential memoranda, notes, sketches, lists (including, without limitation, mailing and customer lists), records, other confidential documents and computer diskettes (and all copies thereof) made or compiled by Employee or made available to him or her concerning the Company, its Clients and any Affiliates are the sole property of the Company, and (B) if such documents are in the possession or control of Employee, Employee shall deliver them, without retaining any copies thereof, to the Company promptly at the time of Employee's termination of employment or at any other time upon request by the Company.

Inventions, etc. The Executive hereby sellsConfidentiality (a) Any and all ideas, transfers inventions, discoveries, patents, patent applications, continuation-in-part patent applications, divisional patent applications, technology, copyrights, derivative works, trademarks, service marks, improvements, trade secrets and assigns the like ("Invention"), which are developed, conceived, created, discovered, learned, produced and/or otherwise generated by Consultant, whether individually or otherwise, during the Consulting Term, whether or not during working hours, that relate to (i) the business and/or activities of the Company, (ii) the Company's anticipated research or development, or (iii) any work performed by Consultant for the Company, shall be the sole and exclusive property of the Company, and the Company or shall own any of its subsidiaries or affiliates or to any person or entity designated by the Company and all of the entire right, title and interest of to such property. Consultant assigns and agrees to assign to the Executive Company any and all right, title and interest in and to all inventionsany such Inventions, ideas, disclosures and improvements, whether patented or unpatented, and copyrightable material, made or conceived whenever requested to do so by the Executive, solely or jointly, during his employment by the Company which relate to methods, apparatus, designs, products, processes or devices, sold, leased, used or under consideration or development by the Company or any of its subsidiaries or affiliates, or which otherwise relate to or pertain to the business, functions or operations of the Company or any of its subsidiaries or affiliates or which arise from the efforts of the Executive during the course of his employment for the Company. The Executive shall communicate promptly and disclose to the Company, in such form as at the Company's expense, and Consultant agrees to execute any and all applications, assignments or other instruments which the Company requests, all information, details and data pertaining deems desirable or necessary to the aforementioned inventions, ideas, disclosures and improvements; and the Executive shall execute and deliver to the Company protect such formal transfers and assignments and such other papers and documents as may be necessary or required of the Executive to permit the Company or any of its subsidiaries or affiliates or any person or entity designated by the Company to file and prosecute the patent applications and, as to copyrightable material, to obtain copyright thereof. Any invention relating to the business of the Company or any of its subsidiaries or affiliates and disclosed by the Executive within one year following the termination of his employment with the Company shall be deemed to fall within the provisions of this paragraph unless proved to have been first conceived and made following such termination. The foregoing requirements of this interests. (b) Section 7(d5(a) shall not apply to any invention Invention for which no equipment, supplies, facility facilities, or confidential and trade secret information of the Company was used and which was developed entirely on the Executive’s Consultant's own time, and unless (i) which does not relate directly the Invention relates (A) to the Company’s, or any of its subsidiaries’ or affiliates’, 's business or (B) to the Company’s, or any of its subsidiaries’ or affiliates’, 's actual or demonstrably anticipated research or development, development or (ii) which does not result the Invention results from any work performed by the Executive performed Consultant for the Company. (c) Consultant acknowledges that Consultant's work for the Company is expected to bring him or her into close contact with various confidential business data of the Company and its clients not readily available to the public. Accordingly, Consultant: (i) covenants and agrees that (A) during the Consulting Term, except pursuant to appropriate safeguards on confidentiality and only in connection with the business of the Company, and (B) after the Consulting Term, on any basis for any reason, Consultant shall not use or disclose to anyone except authorized personnel of the Company, whether or not for his or her benefit or otherwise, any confidential matters (collectively, "Confidential Matters"), concerning the Company or its subsidiaries suppliers, consultants, agents or clients, whether former, current or potential (collectively, the "Clients"), including without limitation, all confidential technical information of the Company, secrets, trade secrets, formulas, proprietary software, copyrights, Client lists, lists of Consultants, confidential evaluations, mailing lists, details of consultant contracts, pricing policies, sales data and reports, margins, operational methods and processes, marketing plans or strategies, business acquisition plans, new personnel acquisition plans, financial information and other confidential business affairs, learned by Consultant concerning the Company, its Clients, or a third party, including without limitation, any subsidiaries, partners, affiliates, shareholders, consultants, lenders, suppliers, employees, agents or joint venture partners of the Company (collectively, "Affiliates"); and (ii) covenants and agrees that (A) all confidential memoranda, notes, sketches, lists (including, without limitation, mailing and customer lists), records, other confidential documents and computer diskettes (and all copies thereof) made or compiled by Consultant or made available to him or her concerning the Company, its Clients and any Affiliates are the sole property of the Company, and (B) if such documents are in the possession or control of Consultant, Consultant shall deliver them, without retaining any copies thereof, to the Company promptly at the time of termination or expiration of the Consulting Term or at any other time upon request by the Company.

Inventions, etc. The Executive Seller agrees to promptly disclose to the Company all ideas, formulae. programs, systems, devices, processes, business concepts, discoveries and inventions (hereinafter referred to collectively as "discoveries"), whether or not patentable, which he conceived, made, developed, acquired or reduced to practice, whether alone or with others and whether during or after usual working hours, and which are related to the Company's business or interests of the Company and are or have been used by the Company at any time during the two-year period prior to the Commencement Date; provided, however, that "discoveries" shall not include any invention that Seller developed entirely on his own without using the Company's equipment, supplies, facilities or trade secret information, unless that invention, at the time of conception or reduction to practice relates to the business of the Company, to actual or demonstrably anticipated research or development of the Company or results from work performed by Seller for the Company. Seller hereby sells, transfers and assigns to the Company or any of its subsidiaries or affiliates or to any person or entity designated by the Company all of the entire Seller's right, title title, and interest of the Executive in and to all inventions"discoveries," including any and all domestic and foreign patent rights therein and any renewals thereof, ideas, disclosures it being understood that any and improvements, whether patented or unpatented, all such "discoveries" shall be owned solely by and copyrightable material, made or conceived by be the Executive, solely or jointly, during his employment by the Company which relate to methods, apparatus, designs, products, processes or devices, sold, leased, used or under consideration or development by the Company or any exclusive property of its subsidiaries or affiliates, or which otherwise relate to or pertain to the business, functions or operations of the Company or any of its subsidiaries or affiliates or which arise from the efforts of the Executive during the course of his employment for the Company. The Executive shall communicate promptly and disclose to Upon the request of the Company, in Seller shall from time to time during or after the expiration or termination of his employment, execute such form as the Company requests, further reasonable instruments and do all information, details and data pertaining to the aforementioned inventions, ideas, disclosures and improvements; and the Executive shall execute and deliver to the Company such formal transfers and assignments and such other papers reasonable and documents legal acts and things as may be deemed necessary or required of the Executive to permit the Company or any of its subsidiaries or affiliates or any person or entity designated desirable by the Company to file protect and/or enforce its rights in respect of the "discoveries". At the Company's request and prosecute expense, Seller will assist the patent applications and, as to copyrightable material, to obtain copyright thereof. Any invention Company during the period of the employment of Seller with the Company and thereafter in connection with any controversy or legal proceeding relating to the business "discoveries". All expense of the Company filing or prosecuting any of its subsidiaries or affiliates and disclosed patent application shall be borne by the Executive within one year following Company, but Seller shall cooperate in filing and/or prosecuting any such application. Seller shall receive no additional compensation for the termination performance of his employment with the Company shall obligations hereunder, except as may be deemed agreed to fall within the provisions of this paragraph unless proved to have been first conceived and made following such termination. The foregoing requirements of this Section 7(d) shall not apply to any invention for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on the Executive’s own time, and (i) which does not relate directly to in writing by the Company’s, or any of its subsidiaries’ or affiliates’, business or to the Company’s, or any of its subsidiaries’ or affiliates’, actual or demonstrably anticipated research or development, or (ii) which does not result from any work the Executive performed for the Company or any of its subsidiaries or affiliates.

Inventions, etc. The Executive hereby sellsDuring the Term and for a period of one year thereafter, transfers and assigns the Employee will promptly disclose to the Company or any of its subsidiaries or affiliates or to any person or entity designated by the Company all of the entire rightdesigns, title and interest of the Executive in and to all processes, inventions, ideas, disclosures and improvements, whether patented or unpatenteddevelopments, discoveries, processes, techniques, and copyrightable material, made or conceived by the Executive, solely or jointly, during his employment by the Company which relate to methods, apparatus, designs, products, processes or devices, sold, leased, used or under consideration or development by the Company or any of its subsidiaries or affiliates, or which otherwise relate to or pertain to the business, functions or operations of the Company or any of its subsidiaries or affiliates or which arise from the efforts of the Executive during the course of his employment for the Company. The Executive shall communicate promptly and disclose to the Company, in such form as the Company requests, all information, details and data pertaining to the aforementioned inventions, ideas, disclosures and improvements; and the Executive shall execute and deliver to the Company such formal transfers and assignments and such other papers and documents as may be necessary or required of the Executive to permit the Company or any of its subsidiaries or affiliates or any person or entity designated by the Company to file and prosecute the patent applications and, as to copyrightable material, to obtain copyright thereof. Any invention relating information related to the business of the Company conceived, developed, acquired, or any of its subsidiaries or affiliates and disclosed reduced to practice by the Executive within one year following Employee alone or with others during the termination Term of his employment this Agreement, whether or not conceived during regular working hours, through the use of Company time, material or facilities or otherwise (“Inventions”). The Employee agrees that all copyrights created in conjunction with the Employee’s service to the Company and other Inventions, are “works made for hire” (as that term is defined under the Copyright Act of 1976, as amended). All such copyrights, trademarks, and other Inventions shall be the sole and exclusive property of the Company, and the Company shall be deemed the sole owner of all patents, copyrights, trademarks, trade secrets, and other rights and protection in connection therewith. To the extent any such copyright and other Inventions may not be works for hire, the Employee hereby assigns to fall within the provisions of this paragraph unless proved Corporation any and all rights the Employee now has or may hereafter acquire in such copyrights and any other Inventions. Upon request the Employee shall deliver to have been first conceived the Company all drawings, models and made following other data and records relating to such terminationcopyrights, trademarks and Inventions. The foregoing requirements of this Section 7(dEmployee further agrees, as to all such Inventions, to assist the Company in every proper way (but at the Company’s expense) to obtain, register, and from time to time enforce patents, copyrights, trademarks, trade secrets, and other rights and protection relating to said Inventions in and all countries, and to that end the Employee shall not apply execute all documents for use in applying for and obtaining such patents, copyrights, trademarks, trade secrets and other rights and protection on and enforcing such Inventions, as the Company may desire, together with any assignments thereof to any invention for which no equipment, supplies, facility the Company or trade secret information persons designated by it. Such obligation to assist the Company shall continue beyond the termination of the Company was used and which was developed entirely on the ExecutiveEmployee’s own time, and (i) which does not relate directly service to the Company’s, but the Company shall compensate the Employee at a reasonable rate after termination of service for time actually spent by the Employee at the Company’s request for such assistance. In the event the Company is unable, after reasonable effort, to secure the Employee’s signature on any document or documents needed to apply for or prosecute any patent, copyright, trademark, trade secret, or other right or protection relating to an Invention, whether because of the Employee’s physical or mental incapacity or for any other reason whatsoever, the Employee hereby irrevocably designates and appoints the Company and the its duly authorized officers and agents as the Employee’s agent coupled with an interest and attorney-in-fact, to act for and in the Employee’s behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of its subsidiaries’ or affiliates’patents, business or to the Company’scopyrights, trademarks, trade secrets, or any of its subsidiaries’ similar rights or affiliates’, actual or demonstrably anticipated research or development, or (ii) which does not result from any work protection thereon with the Executive performed for same legal force and effect as if executed by the Company or any of its subsidiaries or affiliatesEmployee.

Inventions, etc. The Executive (a) Any and all inventions, improvements, discoveries or developments, including computer software, or other ideas conceived, created, developed, made by any of RSI and its employees or agents in whole or in part in connection with the services to be provided hereunder or the APS that relate to META's APS business, or are made using any of META's equipment, facilities, materials, labor, money, time or other resource or result from any services performed hereunder (collectively, "Inventions," and singly, an "Invention"), shall belong jointly to META and RSI and shall be treated as Confidential Information hereunder. RSI agrees that it and its employees and agents shall communicate promptly to META any and all Inventions. RSI hereby sellsassigns, transfers and assigns gives to the Company or any of META an undivided one-half interest in and to its subsidiaries or affiliates or to any person or entity designated by the Company all of the entire right, title and interest of the Executive in and to the Inventions, including all inventionsrights therein arising under applicable copyright laws (including the exclusive rights of reproduction, ideasdistribution, disclosures preparation of derivative works, performance and improvementsdisplay), whether patented all rights therein arising under applicable patent laws (including all patents and patent applications therein), all so-called moral rights (including the right to edit, modify, alter or unpatenteddestroy, combine the Inventions with other works or otherwise deal with Inventions), all other exclusionary and/or proprietary rights, and copyrightable materialany renewals and extensions associated therewith, made as each of the foregoing may be secured under the now or conceived by hereafter in force and effect in the Executive, solely or jointly, during his employment by the Company which relate to methods, apparatus, designs, products, processes or devices, sold, leased, used or under consideration or development by the Company United States of America or any of its subsidiaries other country or affiliates, or which otherwise relate to or pertain countries. (b) Notwithstanding any language to the businesscontrary contained in this Agreement, functions or operations of the Company or any of its subsidiaries or affiliates or which arise from the efforts of the Executive during the course of his employment for the Company. The Executive shall communicate promptly and disclose to the Company, in such form as the Company requests, all information, details and data pertaining to the aforementioned inventions, ideas, disclosures and improvements; and the Executive shall execute and deliver to the Company such formal transfers and assignments and such other papers and documents as may be necessary or required of the Executive to permit the Company or any of its subsidiaries or affiliates or any person or entity designated by the Company to file and prosecute the patent applications and, as to copyrightable material, to obtain copyright thereof. Any invention relating to the business of the Company or any of its subsidiaries or affiliates and disclosed by the Executive within one year following the upon termination of his employment with the Company shall be deemed this Agreement by META pursuant to fall within the provisions of this paragraph unless proved to have been first conceived and made following such termination. The foregoing requirements of this Section 7(d) shall not apply to any invention for which no equipment6(b)(i), supplies, facility or trade secret information of the Company was used and which was developed entirely on the Executive’s own time, and (i) which does not relate directly to the Company’s, or any of its subsidiaries’ or affiliates’, business or to the Company’s, or any of its subsidiaries’ or affiliates’, actual or demonstrably anticipated research or development, or (ii) which does not result from any work and/or (iii), or by RSI pursuant to Sections 6(b) or 18, META shall have, and RSI hereby grants to META a perpetual, irrevocable right and license to use, copy, distribute, license, sell and create derivative works of, all of the Executive performed data, databases, methods, methodologies, technologies included in RSI's Confidential Information in consideration for META paying to RSI the Company or any of its subsidiaries or affiliatesRoyalty described in Section 6(c)(iv) above.