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registration, and memoralization of assignment of any applicable patent applications and/or

patents. To the extent any of the foregoing rights, title, and interest cannot be assigned to

Employer, Employee hereby grants to Employer an exclusive, royalty-free, transferable,

irrevocable worldwide license (with rights to sublicense) to practice such non-assignable rights,

title, and interest in said copyrights, trademarks, and/or inventions.
3. If Employee has made any inventions, developments, or trade secrets prior to his/her

employment with Employer, which belong to him/her and which are not assigned to Employer

(“Employee Prior Inventions”), Employee has listed and described all of them on the attached
page (Exhibit A), including any pertinent documentation. Employer makes no claim to any

Employee Prior Inventions. If no such list is attached, Employee agrees that it is because no

such Employee Prior Inventions exist or because Employee has assigned such inventions to a

prior employer or other entity.

4. Employee acknowledges and agrees that if he/she uses any Employee Prior Inventions in
the scope of his/her employment with Employer, or includes them in a product or service of

Employer, Employee hereby grants to Employer a perpetual, irrevocable, nonexclusive, world-

wide, royalty-free license to use disclose, make, sell, copy, distribute, modify, and create works
based on such product or service in so far as it incorporates employee prior invention and to

sublicense them to third parties with the same rights.

5. Employee hereby certifies that no assignment, sale, agreement or encumbrance has

been or will be made or entered into by Employee that would conflict with this Agreement.

C. Miscellaneous Provisions.

1. This Agreement shall be governed by and construed under the laws of the State of

Missouri, with venue residing in Jackson County, Missouri, and any action or proceeding based
upon this Agreement or arising out of its performance shall be brought in a Federal or State

Court of competent jurisdiction in Missouri and in no other jurisdiction.

2. This Agreement shall remain effective and enforceable throughout Employee’s

employment with Employer, and shall survive Employee’s termination of employment in
accordance with the provisions herein.

3. Employee further acknowledges and agrees that if Employee breaches any of the

covenants or provisions herein, the damage and injury to Employer will be substantial and