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DocuSign Envelope ID:05EFDA32-4C8F-4F23-93BC-D19E217654E0 (b) Pursuant to the Defend Trade Secrets Act of 2016, COMPANY and CONTRACTOR acknowledge that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or(ii) is made in a document filed in a lawsuit or other proceeding, if such filing is made under seal. 11 INTELLECTUAL PROPERTY 11.1 COMPANY's IP RIGHTS (a) Except for IP RIGHTS vested in CONTRACTOR as provided below, all ownership rights, title, and interest in and to SCOPE and WORK PRODUCT, including IP RIGHTS, will vest with and be assigned to COMPANY or its nominee promptly upon creation or generation. This CONTRACT does not grant CONTRACTOR GROUP any rights, title, or interest in or to COMPANY GROUP's IP RIGHTS, other than those set out in the CONTRACT. (b) CONTRACTOR, warranting that it is entitled to do so, grants to COMPANY GROUP the irrevocable, non-exclusive, perpetual,worldwide, royalty-free right and licence, with the right to grant sub- licences,to possess, use and modify any of CONTRACTOR's IP RIGHTS embodied in SCOPE and WORK PRODUCT to the extent necessary to allow COMPANY GROUP to possess, use, exploit, and modify SCOPE and WORK PRODUCT, including the right to import, export, operate, sell, maintain, and repair SCOPE. CONTRACTOR warrants that any possession or use of SCOPE or of CONTRACTOR's IP RIGHTS will not infringe the IP RIGHTS of any third party. 11.2 IP RIGHTS derived from COMPANY's IP RIGHTS (a) IP RIGHTS created by modifications, amendments, enhancements, or improvements (including tailor-made to the specifications of COMPANY)to COMPANY GROUP's IP RIGHTS, or made using COMPANY GROUP's CONFIDENTIAL INFORMATION: (i) will vest with COMPANY or its nominee when created; and (ii) are assigned, along with all rights,title, and interest in those IP RIGHTS by CONTRACTOR to COMPANY or assignee. (b) CONTRACTOR irrevocably waives, and will cause other members of CONTRACTOR GROUP to irrevocably waive, any related moral or similar, non-transferable rights that it or its employees or other members of CONTRACTOR GROUP may have. (c) CONTRACTOR will execute, and will cause any other member of CONTRACTOR GROUP to execute documents, and take all other steps as may reasonably be necessary to document the ownership of COMPANY or its nominee in the IP RIGHTS to allow COMPANY to secure, protect, and enforce those rights for the benefit and full use of COMPANY GROUP. 11.3 CONTRACTOR's IP RIGHTS (a) COMPANY's ownership rights in SCOPE under this article will not extend to CONTRACTOR GROUP's IP RIGHTS that: (i) pre-existed performance under the CONTRACT; Purchase Contract—GOODS and SERVICES Ver.2016a 19