A. Assignment. Consultant agrees that all materials, notes, records, data, information, drawings, designs, inventions, improvements, developments and trade secrets worked on, conceived, discovered, developed or reduced to practice by Consultant, on behalf of Company, whether or not copyrightable or patentable are the sole property of the Company (together, “Work Product”). This shall not apply to unrelated business inventions or concepts that do not compete, or relate to Company’s business and that do not contain Confidential Information (as defined below). Consultant hereby assigns, transfers and sets over (and agrees to assign, transfer, and set over) absolutely and without reservation to the Company all right, title and interest of Consultant in and to any intellectual property rights of any kind in the Work Product (including, but not limited to patents, trademarks, copyrights, know how, trade secrets, designs, mask works, moral rights, database rights, and artist’s rights) which Consultant may create, discover, make, invent, conceive, develop or design, solely or jointly with others, during performance of this Agreement, or which was directly or indirectly created, discovered, made, invented, conceived, developed or designed at the expense of the Company. Such Work Product may include, without limitation, information, data, compilations, databases, products, improvements, processes, reports, recommendations, strategic plans, models, algorithms, computer programs and software (including, without limitation, source code, documentation, "look and feel," screen displays, structure, sequence, and organization), know-how, methods, processes, devices, and other technologies, and all documentation, copies, and derivative works of all of the foregoing in every form and medium. Without limiting the foregoing, to the extent any such Work Product created for the Company is protected by copyright and may be considered “Work Made for Hire” as defined under the U.S. Copyright laws or similar laws, the parties agree that such works shall be deemed “Work Made for Hire” to the fullest extent of the law. Consultant agrees that Consultant shall retain no rights to use the Work Product and agrees not to challenge the validity of the Company’s ownership of the Work Product.