Exhibit 10.1
LuxUrban Hotels Inc.
David Gurfein
[Address]
Re: Your Continued Service
Dear David:
Thank you for all your dedication to our company.
Your efforts as a founder and our President and Chief Operating Officer have been integral to our achievements to date and have helped
build a foundation for our future.
While we understand you have various opportunities
you seek to pursue that will no longer enable you to serve full-time as an executive officer of our company, it is our desire to continue
to have access to your abilities. We are excited that you have agreed to continue to make yourself available to our company in this regard.
This letter agreement (“Agreement”)
will become effective upon the “Effective Date” (as defined in Section 17 hereof) and sets forth the agreed upon terms of
your transition from a full-time executive of our company to a consultant to our company. As of the Effective Date, this Agreement shall
supersede and replace your employment agreement (the “Employment Agreement”) with LuxUrban Hotels Inc. (formerly CorpHousing
Group Inc. and referred to herein as the “Company” or “us” or similar pronouns), except as otherwise specifically
set forth herein.
1. Service Transition.
On January 1, 2023 (“Transition Date”),
you will transition from serving as a full-time executive and officer of our company. At such time you will continue to provide services
to our company on an independent consulting basis as the Senior Executive Advisor to the CEO (“SEAC”), providing our company
with your strategic insights and leadership expertise.
Until the Transition Date, you will remain an
executive officer and employee of the Company, continue to perform duties as directed by our Chief Executive Officer, and be compensated
in accordance with the current terms of the Employment Agreement.
2. [Reserved]
3. Senior Executive Advisor to the CEO for
Leadership, Management, and Operations
On the Transition Date, you will commence your
services to us as SEAC as an independent consultant and not as an employee for purposes of Section 409A of the Internal Revenue Code and
otherwise. Your duties as SEAC will be focusing on and assisting our Chief Executive Officer with Leadership, Management and Operations
initiatives as requested and in accordance with the scope and other parameters set forth below:
| A. | SCOPE: As SEAC, you will remain readily accessible to provide consultation and advisement to our
Chief Executive Officer as the CEO may reasonably require. |
| B. | Timeframe: You agree to remain as SEAC, and we agree to retain you as SEAC, for a minimum of one
year. In the event you terminate this relationship prior to the date the last payment under Section 5 is due, we shall have no obligation
to make any payments that have not been made through such date of termination. In the event we terminate this relationship prior to the
date the last payment under Section 5 is due, our payment obligations shall continue thereunder; provided that you execute and deliver
the Release and Waiver of Claims Form attached as Exhibit A hereto. |
| C. | Expenses: As SEAC, you will be reimbursed by our company for all reasonable documented out-of-pocket
expenses incurred by you in performing services for us as required under this Agreement, in accordance with the applicable reimbursement
policies and procedures established by our company from time to time. |
| D. | Benefit Programs: As an independent contractor, you will not be eligible to participate in any
Company sponsored executive group health or welfare benefit programs, including the Company’s life, accident, and disability benefits
programs, or accrue additional vacation or sick time. |
4. Public Announcement
The Company will file a press release that is
mutually acceptable to the parties relating to your engagement as SEAC and shall file a Current Report on Form 8-K in compliance with
the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder.
5. Service Payments and Agreement Consideration.
In consideration of your efforts as SEAC and execution of the noncompete, releases, waivers and other provisions of this Agreement, we
will make the following payments to you:
| A. | Company will pay you $100,000 on Effective Date;
|
| B. | Company will pay you an additional $200,000 on
December 31, 2022, and |
| C. | Company will pay Executive an additional $200,000,
on March 31, 2023, the less, in each case, any applicable standard deductions, and withholdings. |
6. Equity.
A. Founders
Equity. You will retain all shares of common stock of the Company owned by you as of the Effective Date and no such shares shall be
forfeited for any reason under the terms of this Agreement.
B. Termination
of Existing Options. On the Effective Date, all options to purchase common stock of the Company granted to you prior to the Effective
Date under the Company’s 2022 performance equity plan or other existing plans shall terminate and shall no longer be of any force
or effect.
C. Grant
of Non-Incentive Options. On the Effective Date, you will be granted non-incentive options under the Company’s existing performance
equity plan to purchase up to an aggregate of 250,000 shares of the Company’s common stock which will vest and become exercisable
in four equal installments. 25% will vest on the Effective Date. An additional 25% will vest on each of the three consecutive anniversaries
of the Effective Date. You will have the right to exercise the options through the fifth anniversary of the Effective Date, all at an
exercise price of $1.40 per share (subject to adjustment for stock splits and similar structural changes effecting all outstanding common
stock as a whole). If you terminate your engagement prior to the one-year period prescribed by Section 3(B), above, any then-unvested
options shall be forfeited. If you violate the provisions of Section 9 as determined by a court of competent jurisdiction after exhaustion
of all appeal, all vested and unvested options shall be forfeited. At the end of the one year term, unless this Agreement is mutually
extended by the parties, in consideration of, and as a condition to, the continued vesting of the options you will execute the Release
and Waiver of Claims Form attached as Exhibit A hereto.
7. Continued Coverage Following the Effective
Date. To the extent provided by the federal Consolidated Omnibus Budget Reconciliation Act and any applicable state COBRA-like statute
that provides mandated eligibility for group health continuation coverage (collectively “COBRA”) and permitted by the Company’s
current group health insurance policies, you will be eligible to continue your benefits coverage under the Company’s group health
insurance plans during the applicable COBRA coverage period following the Effective Date. After expiration of the applicable COBRA coverage
eligibility period, you may be able to convert to an individual policy directly with the provider of our group health insurance.
8. Other Compensation or Benefits. You
acknowledge that, except as expressly provided in this Agreement, you will not receive any additional compensation, severance, or benefits
or payments of any kind from Company after the December 31, 2022.
9. Non-Competition; Non-Solicitation; Nondisclosure.
In order to protect the trade secrets and confidential and proprietary information of the Company, and in consideration of the cash, stock,
and other consideration being delivered to you by us under the terms of this Agreement, you agree that for a period of three years after
the effective date (such period, the “Restricted Period”), you shall not, without our express written consent, engage, directly
or indirectly, as an owner, consultant, financer, representative, employee, officer, director, stockholder, member, partner or advisor
to any person or persons primarily engaged in the negotiation and acquisition of long-term leases for hotels or multi-unit residential
buildings for purposes of rent rate-lease rate arbitrage in any city where the Company has commercial operations or any city in the United
States where the Company is actively engaged in launching such operations as of the Transition Date. This section, however, in no way,
prohibits or precludes you from engaging, directly or indirectly, as an owner, consultant, financer, representative, employee, officer,
director, stockholder, member, partner or advisor to any company, person, or persons generally engaged in the operational or hospitality
aspects of any multi-unit residential building, short-term rental business, vacation stay rental, or hotel accommodations in any city
provided that the primary business thereof and your primary efforts therefor are not related rent rate-lease rate arbitrage.
This section, also, in no way, prohibits or precludes you from engaging, directly or indirectly, as an owner of any short-term rental,
vacation stay rental, or hotel accommodation in any city for personal commercial use. In addition, during the Restricted Period, you shall
not solicit any employees, officers or consultants to the Company or solicit, or interfere with the relationships between the Company
and, any customer, supplier or partner of the Company. It is acknowledged and agreed that the provisions of this Section 9 are an integral
part of the reason the Company entered into this Agreement and to pay the consideration prescribed herein (including the issuance of the
options prescribed hereby) and provide the releases contained herein and without the provisions of this Section 9 the Company would not
have entered into this Agreement. You shall not disclose any trade secrets, strategies, financial information or data, customer data,
plans, inventions, contract terms, client or proposed client information or other nonpublic information concerning the Company, its operations,
its prospectus, its business, its personnel or its clients, customers or relationships, unless required by law or unless such information
becomes publicly known through no action or omission on your part.
10. Proprietary Information
Obligations. You acknowledge your continuing obligations under all proprietary information and inventions assignment agreements
with the Company and its predecessors (the “EPIIA”). These obligations are in addition to your obligation to hold in
confidence all information as prescribed by this Agreement. Notwithstanding the foregoing, it is acknowledged by the Company that
you created or otherwise owned, vis a vis the Company, proprietary know how, operational guidelines and other intellectual property
as set forth on Exhibit B hereto (the “Subject IP”). It is agreed that nothing shall limit your rights therein and you
shall continue hereafter to own and have the right to use, modify and commercialize such Subject IP as set forth on Exhibit B.
Further, the Company shall have the perpetual right under a license to use such Subject IP as set forth on Exhibit B.
11. Mutual Non-disparagement. You agree
not to disparage the Company, or our officers, directors, executives, shareholders, employees, representatives or agents, in any manner
likely to be harmful to its or their businesses, business reputations, or personal reputations, provided that you will respond accurately
and fully to any question, inquiry or request for information when required by legal process. The Company, on behalf of itself and our
officers and directors agrees not to disparage you, in any manner likely to be harmful to your businesses, business reputation, or personal
reputation, provided that the Company and our officers and directors will respond accurately and fully to any question, inquiry or request
for information when required by legal process.
12. Cooperation and Assistance. You agree
that you will not voluntarily provide assistance, information or advice, directly or indirectly (including through agents or attorneys),
to any person or entity in connection with any claim by or against the Company, nor shall you induce or encourage any person or entity
to do so. Notwithstanding anything to the contrary, the foregoing sentence shall not prohibit you from testifying truthfully under subpoena
or providing other assistance under compulsion of law. You agree to provide (voluntarily and without legal compulsion) reasonable cooperation
and accurate and complete information to the Company in the event of litigation involving the Company or its officers or directors.
13. No Admissions. Each party understands
and agrees that the promises and payments in consideration of this Agreement shall not be construed to be an admission of any liability
or obligation by any party, other than as addressed in this Agreement, or to any other person, and that no party makes any such admission.
14. Release of Claims. For and in consideration
of the right to receive the consideration described in this Agreement, you, on behalf of yourself, your trusts and estates, and affiliates,
fully and irrevocably release and discharge the Company, including all of its affiliates, parent companies, subsidiary companies, executives,
owners, directors, officers, principals, agents, insurers, and attorneys (collectively, the “Releasees”) from any and all
actions, causes of action, suits, debts, sums of money, attorneys’ fees, costs, accounts, covenants, controversies, agreements,
promises, damages, claims, grievances, arbitrations, and demands whatsoever, known or unknown, at law or in equity, by contract (express
or implied), in tort, or pursuant to statute, or otherwise (collectively, “Claims”) arising or existing on, or at any time
prior to, the Effective Date. Such released Claims include, without limitation, Claims relating to or arising out of: (a) your hiring,
compensation, benefits and employment with the Company, (b) your separation from employment with the Company, and (c) all Claims known
or unknown or which could or have been asserted by you against the Company, at law or in equity, or sounding in contract (express or implied)
or tort, including claims arising under any federal, state, or local laws of any jurisdiction that prohibit age, sex, race, national origin,
color, disability, religion, veteran, military status, pregnancy, sexual orientation, or any other form of discrimination, harassment,
or retaliation, including, without limitation, age discrimination claims under the Age Discrimination in Employment Act; the Americans
with Disabilities Act; claims under Title VII of the Civil Rights Act of 1964; the Rehabilitation Act; the Equal Pay Act; the Family and
Medical Leave Act, 42 U.S.C. §1981; the Civil Rights Act of 1991; the Civil Rights Act of 1866 and/or 1871; the Sarbanes Oxley Act;
the Executive Polygraph Protection Act; the Uniform Services and Employment and Re-Employment Rights Act; the Worker Adjustment Retraining
Notification Act; the National Labor Relations Act and the Labor Management Relations Act; the Texas Labor Code, the Texas Commission
on Human Rights Act, the Texas Payday Law, and any other similar or equivalent state laws; and any other federal, state, local, municipal
or common law whistleblower protection claim, discrimination or antiretaliation statute or ordinance; claims arising under the Executive
Retirement Income Security Act; claims arising under the Fair Labor Standards Act; or any other statutory, contractual or common law claims.
Likewise, Company, on behalf of itself and its subsidiaries and affiliates agrees that it releases, waives, and forever discharges you
from any and all actions, demands, obligations, agreements, or proceedings of any kind, whether known or unknown, at this time, arising
out of, or connected with, your employment with or separation from Company, or otherwise, including, but not limited to all matters in
law, in equity, in contract, or in tort, or pursuant to statute, including damages, attorney’s fees, costs and expenses. The parties
represent that neither has filed or caused to be filed any lawsuit, complaint, or charge against any released party herein in any court,
any municipal, state, federal, or international agency, governmental or law enforcement agency or entity, or any other tribunal. To the
fullest extent permitted by law, the parties agree that it or he will not sue or file a complaint in any municipal, state, federal, or
international court, or file or pursue a demand for arbitration, pursuing any claims released under this Agreement, or assist or otherwise
participate in any such proceeding. The parties represent and warrant further that it and he have not assigned or conveyed to any other
person or entity any of its or his rights, including any of the claims released in this Agreement. The parties further expressly waive
any claim to any monetary or other damages or any other form of recovery in connection with any proceeding made by in violation of this
Agreement. Nothing in this Agreement is intended to interfere with your right to report possible violations of federal, State or local
law or regulation to any governmental or law enforcement agency or entity (including, without limitation, the Securities and Exchange
Commission), or to make other disclosures that are protected under the whistleblower provisions of federal or state law or regulation.
It is further acknowledged that nothing in this Agreement is intended to interfere with your right to file a claim or charge with, or
testify, assist, or participate in an investigation, hearing, or proceeding conducted by, the Equal Employment Opportunity Commission
(the “EEOC”), any state human rights commission, or any other government agency or entity. However, by executing this Agreement,
you hereby waive the right to recover any damages or benefits in any proceeding you may bring before the EEOC, any state human rights
commission, or any other government agency or in any proceeding brought by the EEOC, any state human rights commission, or any other government
agency on your behalf with respect to any claim released in this Agreement; provided, however, for purposes of clarity, you do not waive
any right to any whistleblower award pursuant to Section 21F of the Securities Exchange Act of 1934 or any other similar provision.
15. ADEA Waiver. You acknowledge that you
are knowingly and voluntarily waiving and releasing any rights you may have under the ADEA (“ADEA Waiver”). You also acknowledges
that the consideration given for the ADEA Waiver is in addition to anything of value to which you were already entitled. Executive is
advised by this writing, as required by the ADEA, that: (a) your waiver and release does not apply to any claims that may arise after
the Effective Date; (b) you should consult with an attorney prior to executing this release; (c) you have 21 days within which to consider
this release (although you may choose to voluntarily execute this release earlier); (d) you have seven (7) days following the execution
of this release to revoke this Agreement (in a written revocation directed to Company’s CEO); and (e) this Agreement will not be
effective until the eighth day after you sign this Agreement, provided that you have not earlier revoked this Agreement (the “Effective
Date”). You will not be entitled to receive any of the benefits specified by this Agreement unless and until it becomes effective.
16. Section 1542 Waiver. In granting the
release herein, which includes claims that may be unknown to you at present, you acknowledge that you have read and understand Section
1542 of the California Civil Code and any provision under New York law having similar effect: “A general release does not extend
to claims that the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known
by him or her must have materially affected his or her settlement with the debtor.” You hereby expressly waives and relinquishes
all rights and benefits under that section and any law or legal principle of similar effect in any jurisdiction with respect to the releases
granted herein, including but not limited to the release of unknown and unsuspected claims granted in this Agreement.
17. Miscellaneous. This Agreement, along
with the other documents referred to herein, constitutes the complete, final and exclusive embodiment of the entire agreement between
you and us with regard to its subject matter. It is entered into without reliance on any promise or representation, written or oral, other
than those expressly contained herein, and supersedes any other such promises, warranties, representations, or agreements entered into
between the parties, including but not limited to the Employment Agreement. This Agreement may not be modified or amended except in a
writing signed by both parties. This Agreement will bind the heirs, personal representatives, successors and assigns of both parties,
and inure to the benefit of both parties, and your and its heirs, successors and assigns. If any provision of this Agreement is determined
to be invalid or unenforceable, in whole or in part, this determination will not affect any other provision of this Agreement and the
provision in question will be modified so as to be rendered enforceable. This Agreement will be deemed to have been entered into and will
be construed and enforced in accordance with the laws of the State of New York as applied to contracts made and to be performed entirely
within New York. Any ambiguity in this Agreement shall not be construed against either party as the drafter. Any waiver of a breach of
this Agreement shall be in writing and shall not be deemed to be a waiver of any successive breach. This Agreement may be executed in
counterparts and facsimile signatures will suffice as original signatures. If this Agreement is acceptable to Executive, please sign below
and return the original to me within 21 days.
It has been a pleasure working with you. I look
forward to continuing our personal and professional relationship and wish you all the best in your future endeavors.
Sincerely,
LuxUrban Hotels Inc.
I HAVE READ, UNDERSTAND, AND AGREE FULLY TO THE
FOREGOING AGREEMENT:
/s/ David Gurfein
David Gurfein
Date: November 29, 2022
EXHIBIT A
RELEASE AND WAIVER OF CLAIMS
(To Be Signed Only in Connection with End of Agreement
or End of Your Service as SEAC with the Company)
In consideration for the benefits set forth in
my Transition Agreement, dated November 29, 2022, to which this form is attached, I, David Gurfein, hereby furnish LuxUrban Hotels Inc.
(the “Company”), with the following release and waiver of claims (the “Closing Release”).
I hereby generally and completely release the
Company and its current and former directors, officers, executives, stockholders, partners, agents, attorneys, predecessors, successors,
parent and subsidiary entities, insurers, affiliates, and assigns (collectively, the “Released Parties”) from any and all
claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or
omissions occurring prior to or on the date that I sign this Agreement (collectively, the “Released Claims”). The Released
Claims include, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Company, or the
termination of that employment; (b) all claims related to my compensation or benefits from the Company including salary, bonuses, commissions,
vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company;
(c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all
tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal,
state, and local statutory claims, including claims for discrimination, harassment, retaliation, misclassification, attorneys’ fees,
or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990,
the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the California Labor Code, and the California
Fair Employment and Housing Act. Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded
Claims”): (a) any rights or claims for indemnification I may have pursuant to any written indemnification agreement with the Company
to which I am a party, the charter, bylaws, or operating agreements of the Company, or under applicable law; (b) any rights that are not
waivable as a matter of law; or (c) any claims arising from the breach of this Agreement. I hereby acknowledge that nothing in this Release
prevents me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the
Department of Labor, or the California Department of Fair Employment and Housing, except that I hereby waive my right to any monetary
benefits in connection with any such claim, charge or proceeding. I hereby represent and warrant that, other than the Excluded Claims,
I am not aware of any claims I have or might have against any of the Released Parties that are not included in the Released Claims. I
also acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: “A general release
does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release,
which if known by him or her must have materially affected his or her settlement with the debtor.” I hereby expressly waive and
relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims I may
have against the Company.
I acknowledge that, among other rights, I am waiving
and releasing any rights I may have under ADEA, that this Closing Release is knowing and voluntary, and that the consideration given for
this Release is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge
that I have been advised that: (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after
this Closing Release is executed; (b) I should consult with an attorney prior to executing this Release; and (c) I have 21 days from the
date of termination of my employment with the Company in which to consider this Closing Release (although I may choose voluntarily to
execute this Closing Release earlier); (d) I have 7 days following the execution of this Release to revoke my consent to this Closing
Release; and (e) this Closing Release shall not be effective until the 7 day revocation period has expired unexercised (the “Closing
Release Effective Date”). I understand that among other things, I must not use or disclose any confidential or proprietary information
of the Company and I must immediately return all Company property and documents (including all embodiments of proprietary information)
and all copies thereof in my possession or control. I understand and agree that my right to the retention benefits I am receiving in exchange
for my agreement to the terms of this Closing Release is contingent upon my continued compliance with my EPIIA.
This Release constitutes the complete, final and
exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on
any promise or representation by the Company that is not expressly stated herein. This Closing Release may only be modified by a writing
signed by both me and a duly authorized officer of the Company.
Date:
By: __________________________
David Gurfein
EXHIBIT B
Assignment of Rights: Work Product.
Pre-existing Intellectual
Property (IP). David Gurfein (“Executive”) shall retain ownership of all right, title, and interest in Executive’s
Pre-existing IP, to include WHOOPASS Leadership Philosophy© and WHOOPASS Leadership Actions©. LuxUrban Hotels Inc. (“Company”)
acknowledges and agrees that all Executive’s pre-existing IP right, title, and interest in and to all writings, works of authorship,
technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, materials, and all other work
product of any nature whatsoever, that are created, prepared, produced, authored, edited, amended, conceived, or reduced to practice by
the Executive individually or jointly with others prior to the period of Executive’s employment by the Company yet may relate in
any way to the business or, products, services, activities, research or development of the Company, all rights and claims related to the
foregoing, and all printed, physical and electronic copies, and other tangible embodiments thereof (collectively, “Executive’s
Pre-Existing IP”), as well as any and all rights in and to US and foreign (a) patents, patent disclosures and inventions (whether
patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, and other similar
designations of source or origin, together with the goodwill symbolized by any of the foregoing, (c) copyrights and copyrightable works
(including computer programs), mask works, and rights in data and databases, (d) trade secrets, know-how, and other confidential information,
and (e) all other intellectual property rights, in each case whether registered or unregistered and including all registrations and applications
for, and renewals and extensions of, such rights, all improvements thereto and all similar or equivalent rights or forms of protection
in any part of the world, shall be the sole and exclusive property of the Executive.
License. Executive grants Company
a perpetual, irrevocable, royalty-free, nonexclusive, worldwide license, with no duty to account to Executive, WHOOPASS Leadership Philosophy©
and WHOOPASS Leadership Actions© for unrestricted use within and by Company, either individually or in combination and both separately
and as integrated into other capabilities, including without limitation the right to authorize, implicitly or explicitly, use by any and
all Company subsidiaries. To the extent that the Company Work Product incorporates or requires use of Executive’s Pre-existing IP
with or without modifications, Executive hereby grants to Company a perpetual, irrevocable, nonexclusive, worldwide, royalty free, license
to: (i) use, execute, reproduce, display, perform, prepare derivative works based upon, and distribute copies of the Licensed Materials
and their derivative works internally within Company; and (ii) authorize others to do any, some, or all of the foregoing.
Modifications to Executive’s
Pre-existing IP. Executive shall retain ownership of all right, title, and interest in any corrections, modifications, improvements,
derivatives, updates, and upgrades to Executive’s Pre-existing IP (collectively referred to as “Modifications”) made
while Executive is employed by Company. Executive also grants Company the same license as above for unrestricted use of any such modifications.
Work Product. Except for Executive’s
Pre-existing IP that is incorporated into or used in the performance of his services and duties to the Company (“Services”)
or products and consumer services (“Deliverables”), Executive agrees that any intellectual property conceived or reduced to
practice during the performance of the Services shall constitute the work product of Company (the “Company Work Product”).
The Executive acknowledges and agrees that all right, title, and interest in and to all writings, works of authorship, technology, inventions,
discoveries, processes, techniques, methods, ideas, concepts, research, proposals, materials, and all other work product of any nature
whatsoever, that are created, prepared, produced, authored, edited, amended, conceived, or reduced to practice by the Executive individually
or jointly with others during the period of Executive’s employment by the Company and relate in any way to the business or, products,
services, activities, research or development of the Company or result from any work performed by the Executive for the Company (in each
case, regardless of when or where prepared or whose equipment or other resources is used in preparing the same), all rights and claims
related to the foregoing, and all printed, physical and electronic copies, and other tangible embodiments thereof (collectively, “Work
Product”), as well as any and all rights in and to US and foreign (a) patents, patent disclosures and inventions (whether patentable
or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, and other similar designations
of source or origin, together with the goodwill symbolized by any of the foregoing, (c) copyrights and copyrightable works (including
computer programs), mask works, and rights in data and databases, (d) trade secrets, know-how, and other confidential information, and
(e) all other intellectual property rights, in each case whether registered or unregistered and including all registrations and applications
for, and renewals and extensions of, such rights, all improvements thereto and all similar or equivalent rights or forms of protection
in any part of the world, shall be the sole and exclusive property of the Company; provided, however, this does not apply to Executive’s
Pre-existing IP with or without modifications.
Work Made for Hire; Assignment.
Executive acknowledges that, by reason of being employed by the Company at the relevant times, to the extent permitted by law, all of
the Work Product consisting of copyrightable subject matter is “work made for hire” as defined in 17 U.S.C. § 101 and
such copyrights are therefore owned by the Company; provided, however, this does not apply to Executive’s Pre-existing IP with or
without modifications. To the extent that the foregoing does not apply, the Executive hereby irrevocably assigns to the Company, for no
additional consideration, the Executive’s entire right, title, and interest in and to all Work Product and intellectual property
rights therein, including the right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation,
or dilution thereof, and all rights corresponding thereto throughout the world; provided, however, this does not apply to Executive’s
Pre-existing IP with or without modifications.
Further Assurances. Upon the
request of the Company, the Executive shall enter into the Company’s standard form of Proprietary Invention Assignment Agreement
so long as such terms are consistent to the terms found herein. The Executive shall reasonably cooperate with the Company to apply for,
obtain, perfect, transfer to the Company, and maintain and enforce the Work Product and any intellectual property rights therein, all
at the sole cost and expense of Company. capabilities, including without limitation the right to sublicense or otherwise authorize, implicitly
or explicitly, use by any and all Company subsidiaries, provided, however, this does not apply to Executive’s Pre-existing IP with
or without modifications.
