You represent and warrant that (i) the Company IP assigned or licensed by you hereunder will be entirely
created by and wholly original with and to you, or shall be in the public domain, (ii) the Company IP assigned or licensed by you hereunder does not and will not infringe upon, misappropriate, or otherwise violate any third partys
intellectual property or other rights, (iii) the use of the Company IP assigned or licensed by you hereunder, by the Company, its affiliates, or their respective employees, representatives, distributors, or agents will not infringe,
misappropriate, or otherwise violate any intellectual property or other right of any third party, and (iv) you shall obtain any authorizations necessary to allow the Company to, and the Company shall possess all rights necessary to, fully
exploit the Company IP.
For purposes of this Agreement, Proprietary Rights shall mean all trade secret, patent, copyright, trademark, mask
work, and other intellectual property rights throughout the world. For purposes of this Agreement, Inventions shall mean all trade secrets, inventions, mask works, ideas, processes, formulas, source and object codes, data, programs,
other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques.
Continuing Obligations
You acknowledge and affirm
your continuing obligations under the terms of the Employee Proprietary Information and Inventions Agreement with the Company dated December 13, 2017 (the PIIA) and any Company policies or other agreements with the Company or its
affiliates with respect to confidentiality of information and work product ownership (Other Agreements), all of which shall remain in full force and effect for the respective terms provided in the PIIA and such Other Agreements (the
Continuing Obligations). You acknowledge that you remain subject to, and agrees to comply with, at all times, such Continuing Obligations and all such Continuing Obligations are incorporated herein mutatis mutandis as if
set forth herein at length. The provisions in the Specified Sections (as defined below) are in addition to, and do not conflict with or replace, any obligations or restrictions provided in the PIIA or any of the Other Agreements, and all obligations
or restrictions in the Specified Sections, the PIIA, and each of the Other Agreements are independently and simultaneously enforceable by the Company and its affiliates.
Non-Solicitation and Competition Agreement
As a condition of your employment, and as consideration for the compensation, benefits, and terms of this Amendment, you agree to sign and comply with the Non-Solicitation and Non-Competition Agreement (the RCA) that is being provided to you. Without limiting the generality of the foregoing, the rights and remedies
of the Company and your obligations and liabilities under the Specified Sections, the PIIA, the Other Agreements, and the RCA are in addition to the parties respective rights, remedies, obligations and liabilities under the law of unfair
competition, under laws relating to misappropriation of trade secrets, under other laws and common law requirements and under all applicable rules and regulations.
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