collaboration with others, during the term of this Agreement and arising out of, or in connection with, performing the Services under this Agreement and any copyrights, patents, trade secrets,
mask work rights or other intellectual property rights relating to the foregoing (collectively, Inventions), are the sole property of the Company. Consultant, its agents and employees performing the Services hereunder
hereby irrevocably, absolutely and perpetually assign to the Company all rights, title and interest, including intellectual property rights, in and to any and all such Inventions. Consultant also agrees to promptly make full written disclosure to
the Company of any Inventions and to deliver and assign (or cause to be assigned) and hereby irrevocably assigns fully to the Company all right, title and interest in and to the Inventions. Company and Consultant agree Section 4.A. is strictly
limited to any Inventions related to aiWARE and the Services and would not include any Inventions Consultant or Steelberg may develop during the term of this Agreement unrelated to aiWARE and the Services and which are developed without using trade
secret information, including but not limited to, any Inventions related to Human Capital Exchange, Inc. (and its related companies) or Tiberius Aerospace, Inc.
B. Pre-Existing Materials. Subject to Section 4.A, Consultant agrees that if, in the
course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, idea, original works of authorship,
development, improvements, trade secret, concept or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest, prior to, or separate from, performing the Services under this Agreement
(Prior Inventions), and (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide
license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions,
without restriction, including without limitation, as part of or in connection with such Invention, and to practice any method related thereto.
C. Maintenance of Records. Consultant agrees to work with the aiWARE staff to keep and maintain adequate, current, accurate, and
authentic written records of all Inventions made by the aiWARE staff or Consultant (solely or jointly with others) during the term of this Agreement that pertain to the Services and Consultants duties and objectives defined
herein. Such records are and remain the sole property of the Company at all times and upon Companys request, Consultant shall deliver (or cause to be delivered) the same.
D. Further Assurances. During the term of this Agreement, and for a reasonable period of time thereafter, Consultant agrees to assist
Company, or its designee, at the Companys expense, in every proper way to secure the Companys rights in Inventions in any and all countries, including the disclosure to the Company of all pertinent information and data with respect
thereto, the execution of all applications, specifications, oaths, assignments and all other instruments that the Company may deem necessary in order to apply for, register, obtain, maintain, defend, and enforce such rights, and in order to deliver,
assign and convey to the Company, its successors, assigns and nominees the sole and exclusive right, title, and interest in and to all Inventions and testifying in a suit or other proceeding relating to such Inventions.
E. Attorney-in-Fact. Consultant agrees that, if the
Company is unable because of Consultants unavailability, dissolution, mental or physical incapacity to secure Consultants signature with respect to any Inventions, including without limitation, for the purpose of applying for or pursuing
any application for any United States or foreign patents or mask work or copyright registrations covering the Inventions assigned to the Company in Section 4.A, then Consultant hereby irrevocably designates and appoints the Company and its duly
authorized officers and agents as Consultants agent and attorney-in-fact, to act for and on Consultants behalf to execute and file any papers and oaths and
to do all other lawfully permitted acts with respect to such Inventions to further the prosecution and issuance of patents, copyright and mask work registrations with the same legal force and effect as if executed by Consultant. This power of
attorney shall be deemed coupled with an interest and shall be irrevocable.
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