Common use of Inventions, Works, and Intellectual Property Clause in Contracts

Inventions, Works, and Intellectual Property. 3.1 You acknowledge and agree that all inventions; genetically-engineered material; compositions and methods for making and using cannabis plants and compositions derived thereof; strains with distinctive ratios of cannabinoids; prototypes; written works, published material, ideas conceived, produced, created, or reduced to practice; personas created; developments; derivatives and improvements; copyrights; copyright designs; trade secrets; trademarks; mask work rights; processes; discoveries; enhancements; software; source code; database rights; catalogues; prints; business applications; plans; writings; and other developments or improvements and all other intellectual property and proprietary rights and any derivative works based thereon ("Inventions") and all works of original authorship or images that are fixed in any tangible medium of expression and all copies thereof ("Works"), whether or not copyrightable, patentable or otherwise protectable, which are designed, created, conceived, developed or reduced to practice, writing or publication by you, either solely or jointly with others, during your employment with the Employer, including those developed on your own time, which related to or are useful in the Company's business (collectively, with the Inventions and Works, the "Intellectual Property"), are made and conceived for the benefit of the Company and are the exclusive property of the Company. 3.2 You recognize and acknowledge that all Works shall be done as "work made for hire" as defined and used in the Copyright Act of 1976, 17 U.S.C. § I, et seq., as may be amended from time to time, with the Company being considered the author for copyright purposes and the owner of the copyright and all other rights whether now known or hereafter recognized. You hereby waive the benefits of any provision of law known as the "droit moral" or any similar law or principle in any country throughout the world. To the extent that any Works are not considered "works made for hire," you hereby assign and agree to assign to the Company or its nominee any and all interest that you may have in any Intellectual Property. You shall promptly notify the Company or its nominee upon the design, creation or development of any and all Inventions and Works. At the Company's or Employer's request, you shall execute and deliver to the Company and/or the Employer as applicable all documents or instruments that may be necessary to secure or perfect the Company's title to or interest in the Inventions and Works, including but not limited to United States and foreign applications for letters of patents and extensions, continuations or reissues thereof, applications for copyrights and documents or instruments of assignments or transfer. Such obligations shall continue beyond the termination of employment with respect to Works and Inventions designed, created or developed by you during the period of employment hereunder, and shall be binding upon your heirs, assigns, executors, administrators and other legal representatives. You shall render all assistance that the Company and/or the Employer may require in any registration, proceeding or litigation, including at the United State Patent and Trademark Office or the United States Copyright Office, involving such Inventions or Works, without charge to the Company and/or the Employer, other than a reasonable payment for time involved in the event you are no longer employed by or engaged by the Employer. 3.3 Notwithstanding the foregoing, you understand and acknowledge that, pursuant to the Employee Patent Act, Illinois Public Act 83-493 (to the extent applicable to your employment), the Employer has informed you that the provisions of this Section 3 will not apply to any Inventions for which no equipment, supplies, facility or trade secret information of the Company was used and which were developed entirely on your own time, unless: (a) the Invention relates (i) to the business of the Company, or (ii) to actual or demonstrably anticipated research or development of the Company; or (b) the Invention results from any work performed by you for the Employer.

Inventions, Works, and Intellectual Property. 3.1 You acknowledge 3.1. Holder acknowledges and agree agrees that all inventions; genetically-engineered material; compositions and methods for making and using cannabis plants and compositions derived thereof; strains with distinctive ratios of cannabinoids; prototypes; written works, published material, ideas conceived, produced, created, or reduced to practice; personas createdpersonascreated; developments; derivatives and improvements; copyrights; copyright designs; trade secrets; trademarks; mask work rights; processes; discoveries; enhancements; software; source code; database rights; catalogues; prints; business applications; plans; writings; and other developments or improvements and all other intellectual property and proprietary rights and any derivative works based thereon ("“Inventions"”) and all works of original authorship or images that are fixed in any tangible medium of expression and all copies thereof ("Works"thereof(“Works”), whether or not copyrightable, patentable or otherwise protectableotherwiseprotectable, which are designed, created, ,conceived, developed or reduced to reducedto practice, writing or writingor publication by you▇▇▇▇▇▇, either solely eithersolely or jointly with jointlywith others, during your employment duringHolder’s affiliation or ownership of Holder Membership Units with the EmployerCompany, including those developed on your Holder’s own time, which related to or are useful in the Company's ’s business (collectively, with the Inventions and Works, the "“Intellectual Property"”), are made and conceived for the benefit of the Company and are the exclusive property of the Company. 3.2 You recognize 3.2. Holder recognizes and acknowledge acknowledges that all Works shall be done as "“work made for hire" ” as defined and used in the Copyright Act CopyrightAct of 1976, 17 U.S.C. § I1, et seq., as may be amended from time to time, with the Company being considered the author for copyright purposes and the owner of the copyright and all other rights whether now known or hereafter recognizedhereafterrecognized. You hereby waive Holder herebywaives the benefits of benefitsof any provision of law known as the "“droit moral" ” or any similar law or principle in any country throughout the world. To the extent that any Works are not considered "“works made for hire," you hereby assign ” ▇▇▇▇▇▇▇▇▇▇▇▇ assigns and agree agrees to assign to the Company or Companyor its nominee any and all interest that you Holder may have in any Intellectual Property. You Holder shall promptly notify the Company or its nominee upon the design, creation or development of any and all Inventions and Works. At the Company's or Employer's ’s request, you ▇▇▇▇▇▇ shall execute and deliver to the Company and/or the Employer as applicable all documents or instruments that may be necessary to secure or perfect the Company's title Company’stitle to or interest in the Inventions and Works, including but includingbut not limited to limitedto United States and Statesand foreign applications for letters of patents and extensions, continuations or reissues thereof, ,applications for copyrights and documents or instruments of assignments or transfer. Such obligations shall continue beyond the termination of employment with ownership of Holder Membership Units respect to Works and Inventions designed, created or developed by you ▇▇▇▇▇▇ during the period of employment ownership of Holder Membership Units hereunder, and shall be binding upon your ▇▇▇▇▇▇’s heirs, assigns, executors, administrators and other legal otherlegal representatives. You shall Holdershall render all assistance that the Company and/or the Employer may require in any registration, proceeding or litigation, including at the United State Patent and Trademark Office or the United States Copyright Office, involving such Inventions or Works, without charge to the Company and/or the EmployerCompany, other than a reasonable payment for time involved in the event you are Holder is no longer employed by or engaged by the EmployerCompany. 3.3 3.3. Notwithstanding the foregoing, you understand ▇▇▇▇▇▇ understands and acknowledge acknowledges that, pursuant to the Employee Holder Patent Act, Illinois Public Act PublicAct 83-493 (to the extent applicable extentapplicable to your employmentHolder’semployment), the Employer has Companyhas informed you Holder that the provisions of this Section 3 Section3 will not apply to any Inventions for which no equipment, supplies, facility or trade secret information of the Company was used and which were developed entirely on your Holder’s own time, unless: (a) the Invention relates Inventionrelates (i) to the business of businessof the Company, or (ii) to actual or demonstrably anticipated research or development of the Company; or (b) the Invention results from any work performed by you ▇▇▇▇▇▇ for the EmployerCompany.