5.ASSIGNMENT OF WORK PRODUCT. Consultant hereby assigns to the Company any and all right, title, and interest in and to any and all Work Product (and all intellectual property rights with respect thereto) made, conceived, reduced to practice, or learned by Consultant, either alone or with others, during the period of Consultant’s engagement by the Company. Consultant will execute such documents and perform such other acts as Company may reasonably request for use in applying for, assigning, obtaining, perfecting, evidencing, sustaining, and enforcing such Work Product. As used in this Agreement, the term “Work Product” means any trade secrets, ideas, inventions (whether patentable or unpatentable), processes, formulations, software source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques, trademarks, or other copyrightable or patentable works.
6.TERM AND TERMINATION. The term of this Agreement will begin as of the Effective Date and will automatically terminate on the second anniversary of the Effective Date (the “Initial Term”), provided that the term of this Agreement will automatically renew for a one-year additional term expiring on the third anniversary of the Effective Date unless a written notice of termination has been provided by either party. During the Initial Term, the Company may only terminate this Agreement if the Consultant engages in or the Company discovers Consultant’s acts constituting Cause (as defined, mutatis mutandis, by the Employment Agreement between the parties, dated June 22, 2023). Thereafter, Company may terminate this Agreement at any time for any reason upon 14 calendar days’ prior written notice to Consultant. Consultant may terminate this Agreement at any time upon 14 calendar days’ prior written notice to Company.
7.RETURN OF COMPANY PROPERTY. Unless otherwise authorized by Company, upon termination of the Agreement or earlier as requested by Company, Consultant will deliver to Company any Company property in Consultant’s possession, and any other documents or material containing or disclosing any Company Work Product.
8.1Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of New York, excluding its choice of law principles.
8.2Severability; No Assignment. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the other provisions of this Agreement. This Agreement may not be assigned by Consultant without Company’s consent, and any such attempted assignment shall be void and of no effect.
8.3Entire Agreement. This Agreement, along with the Transition and Separation Agreement dated January 29, 2026, and the Proprietary Information, Inventions and Nonsolicitation Agreement dated June 22, 2023, together constitute the final, complete, and exclusive agreement of the parties with respect to the subject matter of each referenced agreement, and supersede and merge all prior or contemporaneous proposals, discussions, negotiations, understandings, promises, representations, conditions, communications and agreements, whether written or oral, between the parties with respect to such subject matter. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by Consultant and the Chief Executive Officer of Company.