Work Agreement – Digimarc Corp., Invention Law Group, P.C., and IV Digital Multimedia Inventions, LLC

CONFIDENTIAL PORTIONS OMITTED

AGREEMENT

This Agreement (“Agreement”) is entered into as of
October 5, 2010 (the “Effective Date“) by and among
Digimarc Corporation, an Oregon corporation, with an address at 9405 SW Gemini
Drive, Beaverton, OR 97008 (“Digimarc“), Invention Law
Group, P.C. (“ILG“) and IV Digital Multimedia
Inventions, LLC (“DMI” and together with ILG, the
“IV Entities”).

RECITALS

A. Digimarc is granting DMI an exclusive license (with a right to sublicense)
to certain Digimarc patents and patent applications (the
“Patents”) pursuant to a Patent License Agreement
(the “PLA”), a Patent Rights Agreement
(the “PRA”), a Common Interest Agreement
(the “CIA”) and other Transaction Agreements, all of
which are being entered into concurrently herewith.

B. As described more fully in the agreements referenced in Recital A above,
the parties have a common financial interest concerning the Patent Matters.
Under this common interest, the parties have agreed to treat their
communications and those of their Counsel concerning the Patent Matters as
protected by the common interest privilege, subject to the limitations and
exceptions in the CIA. Advancing the Patent Matters requires the exchange of
proprietary documents and information, the joint development of legal strategies
and the exchange of attorney work product developed by the parties and their
respective Counsel.

C. The IV Entities and Digimarc now wish to enter into this Agreement to
provide a framework whereby the IV Entities may engage Digimarc to provide
certain work of the nature described herein (and included in the definition of
Patent Matters in the CIA), with particular engagements to be set forth in SOWs
to be executed hereunder.

NOW, THEREFORE, the parties hereby agree as follows:

1.	DEFINITIONS

Capitalized terms used but not defined in his Agreement will have the meaning
assigned to them in the CIA, the PLA, the PRA or other Transaction Agreements.

“Confidential Information” means (a) any
information, technical data, trade secrets or know-how, including, but not
limited to, analyses, assessments, research and product plans, products,
services, markets, developments, inventions, processes, formulas, technology,
marketing, finances or other business information disclosed to or made available
to Digimarc by the IV Entities or IV Affiliates in writing, orally, or
otherwise, (b) any third parties153 confidential or proprietary information that
is subject to a duty by the IV Entities or the IV Affiliates to maintain the
confidentiality of such information, and (c) information related to the
ownership or holding of any intellectual property rights, applications for such
rights, or other assets reviewed as part of the Work, whether owned by the IV
Entities or any of the IV Affiliates.

“Counsel” means duly licensed in-house or outside
attorneys or patent agents as well as their paralegals and agents.

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“Effective Date“ means the date set forth as the
Effective Date on the signature page of this Agreement.

“Invoices” means the statements that Digimarc
submits to the IV Entities in accordance with subsection 5.1 below.

“IV Affiliates” means each entity in whatever
country organized, that controls, is controlled by or is under common control
with DMI, including without limitation the IV Entities. The term “control” means
possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of an entity, whether through the ownership of
voting securities, by contract or otherwise.

“SOW” means a written statement of work
substantially in the form set forth on Exhibit A
which (a) describes the work that Digimarc will perform, (b)
includes the compensation to be paid to Digimarc in connection with such work,
(c) is subject to the terms of this Agreement and (d) becomes effective upon
execution by authorized representatives of each of the parties.

“Term” shall have the meaning ascribed to such term
in subsection 7.1.

“Work” means all work, whether involving the
Patents or patents or patent applications owned by IV Affiliates other than the
Patents, that is requested by an IV Entity and performed by Digimarc pursuant to
a SOW.

“Work Material” means all notes, records, drawings,
designs, inventions, improvements, developments, discoveries, copyrightable
material, and trade secrets that are conceived, made or discovered by Digimarc
in the course of Digimarc153s performance of the Work, solely or in collaboration
with others, during the term of this Agreement.

2.

WORK

2.1 This Agreement establishes the basic framework for Digimarc to perform
Work and for licensing of pre-existing licensees.

2.2 The Work is currently contemplated to include the following:

(a) Patent Prosecution Assistance. Assistance in the prosecution of
the Patents, including without limitation prosecution of pending applications;
filing of non-provisional patent applications claiming priority over provisional
patent applications; filing of continuations, continuations-in-part and
divisional applications; filing of foreign applications and international and
national phase PCT applications; certificates of correction and reissues; and
assistance with respect to reexaminations and other matters (the
“Prosecution Assistance”).

ILG, not Digimarc, shall, at its sole and independent discretion, determine
the effect of Digimarc153s Prosecution Assistance on ILG153s own actions concerning
the Patents. The IV Entities will be under no duty to accept or act upon any
Prosecution Assistance provided by Digimarc. All Prosecution Assistance shall be
subject to the IV Entities153 own legal review of Digimarc153s activities, including
the patentability of any invention conceived by

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Digimarc and the content of any document to be filed with the United States
Patent and Trademark Office (“USPTO”). The IV Entities
shall serve as the representative before the USPTO concerning the prosecution of
any of the Patents and the designated recipient of all correspondence from the
USPTO concerning the Patents.

Digimarc shall bill the IV Entities for Group 1 Personnel Prosecution
Assistance on an hourly basis according to the hourly rates set forth
on Exhibit B (subject to modification pursuant to
subsection 5.2), subject to the monthly fee cap provided in the SOW; provided,
however, that the IV Entities may request flat-fee or alternative billing
arrangements subject to agreement by Digimarc.

(b) Portfolio Monetization. Certain work relating in general to
monetization of the Patents, including without limitation technology consulting,
portfolio mining, identification of evidence of use and assistance with
preparation of claim charts, advice regarding industry and technological trends,
valuation services, serving as expert witnesses and other matters. The IV
Entities may engage Digimarc for this and other portfolio monetization Work on a
project basis from time-to-time. Digimarc shall bill the IV Entities for
portfolio monetization Work performed by the Group 1 Personnel on an hourly
basis at the hourly rates set forth on Exhibit B
(subject to modification pursuant to subsection 5.2); provided,
however, that the IV Entities may request flat-fee or alternative billing
arrangements subject to agreement by Digimarc.

(c) Licensing Work. Engagement of Digimarc as a licensing
representative on behalf of one or more of the IV Entities or IV Affiliates. The
parties currently envision such Work will be in connection with the potential
licensing of clients outside of the IV Entities153 target markets. The terms of
any such engagement will be determined at the time of such engagement and will
be as set forth in the applicable SOW.

(d) [**]. Digimarc hereby agrees to [**]. Digimarc hereby agrees that it
shall account for all time and expenses incurred for such work [**], and all
such time and expenses shall be reflected on the Invoices for such work.
However, Digimarc agrees that [**] to the IV Entities under this Agreement, and
Digimarc [**] for the cost of the [**] associated with the work under this
subsection.

2.3 Digimarc Group 2 Personnel. Upon request of the IV Entities in
connection with the periodic work plan or various SOWs, Digimarc will dedicate
Group 2 Personnel resources in a reasonable time, amount and manner in support
of the common interest of the parties. Such resources can be requested in
support of the patent prosecution, portfolio monetization, licensing work or
other activities under subsection 2.2. Upon such request, Digimarc Group 2
Personnel, including such inventors of the Patents, engineers and technical
experts as may reasonably be required, will be made available [**], subject to
modifications pursuant to subsection 5.2.

2.4 Licensing of Pre-Existing Licensees of the Patents.

(a) The IV Entities hereby grant Digimarc exclusive authority [**] (the
“Pre-Existing Customer Agreements“, and the other
party to each such agreement, a “Pre-Existing Digimarc
Customer“) upon the [**], or upon [**] such Pre-Existing Customer
Agreement. Digimarc hereby acknowledges and agrees that its authority [**].

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(b) The IV Entities authorize Digimarc to [**] of Pre-Existing Customer
Agreements that [**], and [**] the IV Entities. Digimarc shall not have any duty
to [**] such other [**] with any of the IV Entities.

(c) The IV Entities agree not to [**] in [**] with Digimarc153s authority under
this subsection 2.4; provided that this shall not preclude the IV Entities or IV
Affiliates from [**] that [**] with such Existing Customer Agreements.

(d) Each of Digimarc and the IV Entities agrees that, if either a
Pre-Existing Digimarc Customer or a prospective licensing customer of the IV
Entities requests [**], Digimarc and the IV Entities will negotiate and work
together in good faith to consider such request; provided, however, that this
provision shall not obligate either party to [**], at such party153s discretion.

3.	PROCESS/STATEMENTS OF WORK

3.1 ILG, on behalf of the IV Affiliates, may propose Work to be performed by
means of one or more SOWs from time to time. The terms of each SOW shall be
subject to mutual agreement between the parties, provided that the billing terms
for Work falling within one of the categories set forth in subsection 2.2 above
shall be subject to the provisions of subsection 2.2 that apply to such
category. No SOW will be effective unless signed by both ILG and Digimarc.

3.2 Work performed under this Agreement will be related to factual, technical
and legal analyses conducted by attorneys of ILG on behalf of the IV Entities
and/or IV Affiliates, and all direction on Work should be taken only from
attorneys of ILG. The Work undertaken by Digimarc shall be subject to
attorney-client privilege on behalf of the applicable IV Affiliate, and
additionally is part of and subject to ILG153s attorney work product immunity from
production and disclosure.

3.3 Except as otherwise agreed upon by the parties or specified in the SOW,
Digimarc will perform the Work at Digimarc153s office, using Digimarc153s own
equipment and supplies. Nothing in this Agreement will in any way be construed
to characterize Digimarc or its employees as employees, representatives or
agents of any of the IV Entities or IV Affiliates, except as expressly set forth
in an SOW in which Digimarc is engaged as a licensing representative on behalf
of one or more of the IV Entities or IV Affiliates.

Digimarc will indemnify and hold harmless the IV Entities, the IV Affiliates,
and the directors, officers and employees of each of the IV Entities and IV
Affiliates, from any losses, liabilities, damages, claims, payments, liens,
judgments, demands, costs and expenses (including reasonable attorneys153 fees)
arising out of (a) a determination by a court or agency that Digimarc or any of
its employees or other agents are employees of any of the IV Entities or IV
Affiliates; or (b) any breach of duty owed by Digimarc to a third party.

3.4 Digimarc will use all reasonable efforts to avoid any legal or ethical
conflict of interest in connection with its performance of the Work. In the
event that Digimarc becomes aware of any such conflict of interest, Digimarc
will immediately disclose the conflict to the IV Entities and will use
commercially reasonable efforts to resolve the conflict to the IV Entities153
satisfaction.

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3.5 Digimarc will, within ten (10) business days after receiving a request
thereto from the IV Entities, provide a written progress report regarding
Digimarc153s performance of the Work to the IV Entities. Each such report shall be
deemed to be Work Material.

3.6 Within the first calendar quarter following the Effective Date, and at
least twice each calendar year, representatives of the IV Entities and Digimarc
shall meet to discuss potential new SOWs that may be entered into during such
calendar year. The IV Entities shall use commercially reasonable efforts to
provide Digimarc with reasonable notice of any anticipated material changes in
the Digimarc resources utilized to perform Work, and any cancellation of an SOW.
Notwithstanding the preceding sentence, however, the IV Entities may direct
Digimarc to cease its performance of the Work under any particular SOW upon ten
(10) business days153 prior written notice. Unless prohibited by the IV Entities153
confidentiality obligations, such notice will specify the reasons for the
direction to cease performance of the Work under the applicable SOW.

4.

PERSONNEL

4.1 The personnel furnished by Digimarc to perform Work under each SOW will
continue to be employees of Digimarc, and will not for any purpose be considered
employees of the IV Entities or of any IV Affiliates. Digimarc will be solely
responsible for the payment of the salaries of its employees and related matters
(including the withholding or payment of all federal, state and local income and
other payroll taxes), worker153s compensation, disability benefits and all
additional legal requirements of like nature applicable to such personnel.

4.2 Digimarc agrees to use commercially reasonable efforts to make available
such employees that may be requested by the IV Entities with reasonable notice
for any particular SOW; provided that, except as provided below and in
subsection 4.3, Digimarc ultimately retains sole authority in the assignment of
its personnel in the performance of Work. Notwithstanding the preceding
sentence, Digimarc may not remove key personnel identified as such for a
particular SOW from performance of Work under such SOW after the parties have
mutually agreed to such SOW without reasonable prior written notice to the IV
Entities and the IV Entities153 prior written consent, except that the IV
Entities153 prior written consent shall not be required if circumstances beyond
Digimarc153s reasonable control (but excluding conflicting demands or priorities
within Digimarc153s business) require that such key personnel be removed from
performance of Work under such SOW. In the event of any such removal of key
personnel by Digimarc, the IV Entities may elect, in their sole discretion, to
either terminate the SOW, or to request particular replacement personnel (which
requests Digimarc will use reasonable efforts to accommodate).

4.3 Notwithstanding the first sentence of subsection 4.2, the IV Entities may
require the removal of any Digimarc personnel from the performance of Work
during the course of performing under any SOW, provided that (i) the IV Entities
provide Digimarc with five (5) business days prior notice specifying the reasons
for the IV Entities153 desire to remove such personnel, and (ii) Digimarc153s
project manager for such SOW has been unable to resolve any specified problems
to the IV Entities153 reasonable satisfaction.

4.4 Digimarc agrees that it shall not subcontract the performance of any Work
under this Agreement without the IV Entities153 prior written consent.

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5.	PAYMENT, MINIMUM FEES, EXPENSES AND TAXES

5.1 The IV Entities will pay Digimarc the compensation and any expenses set
forth in the applicable SOW, subject to any limits set forth in such SOW. Except
as otherwise set forth in the applicable SOW: (i) such compensation shall be
billed at the hourly rates set forth on Exhibit B
hereto (subject to modifications pursuant to subsection 5.2), and (ii) Digimarc
will sign and submit Invoices to the representative of the IV Entities within
thirty (30) calendar days after the end of each calendar month during the Term.

Each such Invoice shall detail (a) the Work performed during such month, (b)
the fees accrued (if any) pursuant to the SOW during such month, and (c) the
expenses incurred (if any) by Digimarc in such month for which Digimarc is
entitled to reimbursement pursuant to the SOW; provided, however, that the IV
Entities shall not reimburse Digimarc for any expenses in excess of $2,500 in
the aggregate under any particular SOW except as set forth in the SOW or
otherwise pre-approved by the IV Entities153 representative in writing and
documented to the IV Entities153 reasonable satisfaction. Digimarc understands
that Digimarc is otherwise expected to bear its own costs and expenses
(including travel expenses) except as otherwise specified in the SOW or
authorized in this paragraph.

Except as otherwise specified in the applicable SOW, the IV Entities shall
pay all undisputed Invoices within thirty (30) days after the representative of
the IV Entities receives such Invoices. In the event that the IV Entities fail
to make payments more than sixty (60) days following receipt of an Invoice, upon
the request of Digimarc, the IV Entities shall also pay interest on such overdue
amount at a rate of [**]% per month (or part thereof), or at such lower rate as
may be the maximum rate allowed under applicable law. All payments under this
Agreement shall be in U.S. dollars.

5.2 The hourly rates set forth in Exhibit B will remain valid throughout the
remainder of 2010. These hourly rates may be increased no more than once per
calendar year, with any such increase to be effective on January 1 of such
calendar year. Any such increase shall not exceed the lesser of (i) the rate of
increase determined mutually by Digimarc and the IV Entities based on the report
customarily used by Digimarc for average rates of wage and benefits inflation or
deflation for similar project work, and (ii) five percent (5%) above the prior
year153s rates.

5.3 Digimarc shall be responsible for any tax obligations arising from any
payment made to Digimarc under this Agreement. Digimarc is obligated to report
as gross receipts and revenue all compensation received by Digimarc pursuant to
this Agreement.

5.4 The IV Entities intend to engage Digimarc for a volume of Work, and
Digimarc shall be available to perform such Work as specified pursuant to the
periodic meetings between the parties held in accordance with subsection 3.6 and
otherwise upon reasonable advance notice from the IV Entities, at a cost run
rate of at least $800,000 per twelve-month period following the Effective Date
of this Agreement during the Required Term (defined in subsection 7.1) based on
the billing rates set forth on Exhibit B (subject to adjustment as provided in
subsection 5.2).

The IV Entities shall pay Digimarc for Work performed by Digimarc under each
SOW as provided in subsection 5.1; provided, however, that the IV Entities shall
pay Digimarc a

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minimum payment (net of any amounts paid under Invoices during such calendar
quarter) of $100,000 per calendar quarter at least ten (10) business days prior
to the end of each of the first three calendar quarters per twelve month period
during the Required Term.

In the event that the IV Entities have made payments under this Agreement of
less than $800,000 during any twelve-month period during the Required Term, the
IV Entities shall make a payment equal to $800,000, less the amount of all
payments made under this Agreement during such twelve-month period (the
“Year-End Payment“), to Digimarc at least ten (10)
business days prior to the end of such twelve-month period.

In the event that the IV Entities are required to make a Year-End Payment,
then the IV Entities shall receive a credit for the amount of the Year-End
Payment that may be applied towards the cost of Work to be performed by Digimarc
during the next twelve-month period (or, with respect to a Year-End Period made
during the fifth year of the Required Term, for the twelve-month period
following the expiration of the Required Term); provided, however, that such
credit shall not exceed $[**] for any given twelve-month period. To the extent
that the IV Entities make payments under this Agreement in excess of $800,000
during any twelve-month period during the Required Term (“Excess
Payments“), the $800,000 payment obligation during the immediately
subsequent twelve-month period shall be reduced by the amount of such Excess
Payments. All amounts paid by the IV Entities or by an IV Affiliate to Digimarc
for any Work shall apply towards the minimum payment obligations provided for
above.

In the event that Digimarc fails to comply with Section 6 with respect to
Work provided hereunder, and Digimarc fails to remedy (in the IV Entities153
reasonable determination) the failure under this Agreement within the time
period specified in Section 6, then the IV Entities will be entitled to a remedy
as determined under subsection 12, where such remedy may include being relieved
of all further obligations under this subsection 5.4.

Unless terminated earlier under this subsection 5.4 or under Section 7, the
IV Entities153 obligations under this subsection 5.4 will expire upon the earlier
of (a) the date on which the cumulative total amount paid by the IV Entities and
IV Affiliates to Digimarc pursuant to this Agreement exceeds Four Million
Dollars ($4,000,000), or (b) the date that is five (5) years after the Effective
Date (the “Required Term“), notwithstanding any
extension of the term of this Agreement.

6.	DIGIMARC153S PERFORMANCE

Digimarc (as an Entity) warrants that the Work provided under this Agreement
will substantially conform to the Work described, and the requirements and
procedures set forth, in the applicable SOW, and will be performed in a timely
and professionally diligent manner by qualified personnel as measured against
the customary industry standards for such Work. In the event the IV Entities are
dissatisfied with any Work performed by Digimarc, the IV Entities may elect to
provide written notice (which shall describe the nonconformity in reasonable
detail) to Digimarc, in which case Digimarc shall have thirty (30) calendar days
after receipt of such notice to correct the nonconformity and provide the
revised Work Materials to the IV Entities.

7.	TERM AND TERMINATION

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7.1 The term of this Agreement (the “Term“) will
commence on the Effective Date and will remain in effect for the term of the
PLA, unless otherwise terminated in accordance with this Section 7 or unless the
term of this Agreement is extended by mutual written agreement of the parties.
In the event that the PLA is terminated, this Agreement shall automatically
terminate concurrently with the termination of the PLA.

7.2 If either party breaches any of its material obligations under this
Agreement (including without limitation Section 6) and fails to cure such breach
within thirty (30) days after notice thereof from the non-breaching party, the
non-breaching party will have the right to [**].

7.3 In the event of an Acquisition Transaction (as defined in the PLA)
involving Digimarc, the IV Entities and Digimarc agree to negotiate in good
faith regarding continuation of this Agreement, on the same or modified terms,
following the completion of such Acquisition Transaction, provided that the
continuation of this Agreement does not, in the reasonable determination of the
IV Entities, present a business or legal conflict for the IV Entities.

7.4 In the event that the Patent License Agreement is terminated as a result
of a material breach by Digimarc of such agreement, the IV Entities shall be
entitled to terminate this Agreement without further obligation under subsection
5.4.

7.5 Upon termination or expiration of this Agreement, all rights and duties
of the parties hereunder will cease, except that:

(a) In the case of early termination under subsection 7.2 of the work under
subsection 2.2, the IV Entities will be obligated to pay all undisputed
Invoices, in accordance with Section 5 above, for Work performed prior to
termination; provided, however, that the IV Entities shall have no obligation to
pay such outstanding amounts if the IV Entities terminate this Agreement
pursuant to subsection 7.2 above for Digimarc153s gross negligence or willful
misconduct in the performance of the Work corresponding to the outstanding
amounts.

(b) In the case of such early termination for any other reason, the IV
Entities shall not be obligated to pay any of the remaining unpaid Minimum Fees
notwithstanding any other provision of this Agreement.

(c) Sections 2.4, 8, 9, 10, 11 and 12 will survive any termination or
expiration of this Agreement. Subsection 2.4 shall end on the termination or
expiration of the Patent License Agreement.

8.	REPRESENTATIONS

8.1 Digimarc represents and warrants to the IV Entities as follows:

(i) Digimarc is an independent entity, and Digimarc153s personnel are not, and
will not be deemed to be, employees or Counsel of any of the IV Entities or IV
Affiliates.

(ii) Except as otherwise specified in a SOW, Digimarc has the right to
perform the Work at any place or location and at such times as Digimarc may
determine. Digimarc is under no ethical or legal restrictions that would
prohibit or restrict Digimarc153s right,

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power and authority to perform the Work.

(iii) Digimarc is responsible for paying all ordinary and necessary expenses
of its staff, including, without limitation, insurance premiums. Neither
Digimarc nor Digimarc153s staff will require any training from the IV Entities in
the professional skills necessary to perform the Work.

8.2 Each party represents and warrants that it was represented by independent
counsel in the creation of this Agreement.

9.	ATTORNEY-CLIENT RELATIONSHIP DISCLAIMER

Nothing in this Agreement, or in any other agreement or understanding between
the parties, affects the separate and independent representation of each party
by its respective Counsel or creates an attorney-client relationship between the
Counsel for a party (or any of that party153s employees) and the other party to
this Agreement.

The IV Entities acknowledge that Digimarc153s in-house Counsel may not engage
in the practice of law on behalf of an entity other than Digimarc and
acknowledge that no activities under this Agreement, or under any other
agreement or understanding between the parties, shall be deemed legal
representation by Digimarc or Digimarc153s in-house Counsel for the IV Entities.

Each party hereby grants the other party and its Counsel the right to
communicate with persons represented by each party153s Counsel.

10.	CONFIDENTIALITY

10.1 In addition to the terms and conditions of the Reciprocal Non-Disclosure
Agreement dated July 13, 2009, as amended (“NDA”), which shall continue to apply
to the parties hereto, Digimarc will not, during or subsequent to the Term, use
Confidential Information for any purpose whatsoever other than the performance
of the Work, and will not disclose Confidential Information to any third party.
Confidential Information will remain the sole property of the IV Entities and/or
the IV Affiliates, as applicable. Digimarc will take reasonable precautions to
prevent any unauthorized disclosure of Confidential Information. Digimarc will
safeguard Confidential Information by not:

(a) disclosing to any third party in any way the results of any analysis
prepared under this Agreement;

(b) marketing to any third party services to analyze any invention
disclosures, patents, or patent applications that are analyzed or reviewed as
part of the Work;

(c) preparing for any third party a defensive analysis of the patents
reviewed as part of the Work;

(d) using Confidential Information learned as part of the Work to guide
Digimarc153s or a third party153s intellectual property development or enforcement
strategies;

(e) disclosing to any standards setting organization any information learned
as part of the Work;

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(f) disclosing the IV Entities153 or IV Affiliates153 connections to any of the
patents reviewed by Digimarc in connection with the Work or disclosed to
Digimarc by the IV Entities or IV Affiliates; or

(g) disclosing or permitting disclosure of any Confidential Information to
any of Digimarc153s employees other than those that have a need to know in order
to enable Digimarc to meet its obligations under the applicable SOW.

10.2 Digimarc will not improperly use or disclose to the IV Entities and the
IV Affiliates any proprietary information or trade secrets of any former or
current employer or other person or entity if Digimarc has an agreement or duty
to keep such information confidential, and Digimarc will not bring onto the
premises of the IV Entities or IV Affiliates any unpublished document or
proprietary information belonging to such employer, person or entity unless
consented to in writing by such employer, person or entity. Digimarc will
indemnify and hold harmless the IV Entities and IV Affiliates, their employees,
executives, officers, representatives, agents, assigns, and their affiliates
from and against all claims, liabilities, damages and expenses, including
reasonable attorneys153 fees and costs of suit, arising out of or in connection
with any violation or claimed violation by Digimarc, the IV Entities or an IV
Affiliate of such third party153s rights.

10.3 Digimarc153s confidentiality obligations under this Section 10 shall not
apply to the extent that: (a) the representative for the IV Entities preapproves
such disclosure in writing; (b) disclosures are made in confidence to Digimarc153s
legal counsel, accountants, banks and financing sources and their advisors
solely in connection with complying with Digimarc153s obligations under this
Agreement; or (c) the Confidential Information to be disclosed has become
publicly known through no wrongful act of Digimarc.

Notwithstanding the foregoing, in the event that Digimarc is required by law
or a valid and effective subpoena or order issued by either a court of competent
jurisdiction or a governmental body to disclose any of the Confidential
Information, Digimarc shall promptly notify the IV Entities in writing of the
existence, terms, and circumstances surrounding such required disclosure so that
the IV Entities or IV Affiliates may seek a protective order or other
appropriate relief from the proper authority. Digimarc shall cooperate with the
IV Entities and/or the IV Affiliate(s), as applicable, in seeking such order or
other relief. If Digimarc is nonetheless required to disclose the Confidential
Information, Digimarc may furnish only that portion of the Confidential
Information that is legally required and will exercise all reasonable efforts to
obtain reliable assurances that such Confidential Information will be treated
confidentially to the fullest extent possible.

10.4 Upon the termination or expiration of this Agreement, or upon the IV
Entities153 request, Digimarc will deliver to the IV Entities all of the IV
Entities153 and/or IV Affiliates153 property relating to, and all tangible
embodiments of, Confidential Information.

11.	OWNERSHIP OF WORK MATERIAL/INTELLECTUAL PROPERTY RIGHTS

11.1 Digimarc acknowledges and agrees that, except as otherwise explicitly
set forth in the applicable SOW, all Work Material is the sole property of the
IV Entities. To the fullest extent permitted under law, all Work Material will
be deemed “Work for Hire”

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under the Copyright Act. To the extent any Work Material is not “Work for
Hire,” Digimarc hereby does and will assign (or cause to be assigned) fully to
the IV Entities all Work Material and any copyrights, patents, mask work rights
or other intellectual property rights relating thereto.

11.2 Except as otherwise explicitly set forth in the applicable SOW, for Work
Material created by Group 2 Personnel in the course of Digimarc153s performance of
the Work, the IV Entities grant to Digimarc a fully paid-up, royalty-free,
non-exclusive, irrevocable, nonsublicensable, nontransferable (except as set
forth in subsection 12.8) right and license, without geographic limitation, to
the Work Material in order (a) to make, have made, use, lease, sell (or license,
in the case of software), offer to sell, import or export any Digimarc Product,
(b) to conduct Digimarc153s own research and development activities, and (c) to
provide Digimarc Services to third parties.

11.3 Digimarc will sign, execute and acknowledge without cost, but at the
expense of the IV Entities, such documents, and will perform such acts, as may
be reasonably requested by the IV Entities to perfect the assignments set forth
in subsection 11.1 above, or to obtain, enforce or defend intellectual property
rights in any and all countries with respect to Work Material. Digimarc shall
have no right to prosecute and maintain patent applications and patents
worldwide with respect to the Work Material.

11.4 Upon the termination or expiration of this Agreement, or upon the IV
Entities153 request, Digimarc will deliver to the IV Entities all Work Material in
Digimarc153s possession or control. For Work Material created by Group 2 Personnel
in the course of Digimarc153s performance of the Work, Digimarc shall also retain
duplicates of the same.

12.

GENERAL

12.1 Governing Law. This Agreement will be governed by the laws of the
State of Washington as applied without reference to conflicts of laws principles
to the contrary.

12.2 Dispute Resolution.

(a) Arbitration. Digimarc and the IV Entities agree that any dispute
or controversy arising out of, in relation to, or in connection with this
Agreement, or the making, interpretation, construction, performance or breach
thereof, will be finally settled by binding arbitration in Seattle, Washington
under the then current rules of Judicial Dispute Resolution by three (3)
arbitrators appointed in accordance with such rules. Once the arbitrators issue
written findings of fact and conclusions of law, the decision of the arbitrators
will be final, conclusive and binding on the parties to the arbitration.
Judgment may be entered on the arbitrators153 decision in any court of competent
jurisdiction (provided that the arbitrators issued written findings of fact and
conclusions of law as provided above). Any provision of applicable law
notwithstanding, no party will request, and the arbitrators will have no
authority to award, punitive or exemplary damages against any party. The costs
of the arbitration, including administrative and arbitrator153s fees, will be
shared equally by the parties. Each party will bear the cost of its own
attorneys153 fees and expert witness fees.

(b) Injunctive Relief. Notwithstanding subsection 12.2(a) above, in
addition to any other remedies available (including without limitation under
subsection 12.2(a)), in the event of a breach of Sections 10 or 11, the
nonbreaching party (or any IV Affiliate

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affected by the breach) will be entitled to seek injunctive relief in any
court of competent jurisdiction. A breach of Sections 10 or 11 may cause the
nonbreaching party and any IV Affiliate affected by the breach irreparable harm
and they may have no adequate remedy at law. Therefore, the breaching party
agrees that, in such an event, the nonbreaching party (and any IV Affiliate
affected by the breach) would be entitled (in addition to any and all other
remedies) to seek injunctive relief, specific performance, and other equitable
remedies without proof of monetary damages or the inadequacy of other remedies.

12.3 Notices. Any notice will be given in writing at the address of
each party set forth in the first paragraph of this Agreement, or to such other
address as either party may substitute by written notice to the other in
accordance with this subsection 12.3, and will be deemed given when delivered
or, if delivery is not accomplished by reason or some fault of the addressee,
when tendered.

12.4 Entire Agreement. This Agreement with its Exhibits, together with
the CIA, PLA and the PRA, represent the entire agreement concerning the
performance of the Work between Digimarc and the IV Entities and merges and
supersedes all prior and contemporaneous agreements, understandings,
negotiations, and discussions. Neither of the parties will be bound by any
conditions, definitions, warranties, understandings, or representations with
respect to the subject matter hereof other than as expressly provided herein
and/or in the CIA, PLA or PRA. No oral explanation or oral information by either
party hereto will alter the meaning or interpretation of this Agreement. The
terms and conditions of this Agreement will prevail notwithstanding any
different, conflicting or additional terms and conditions that may appear on any
letter, email or other communication or other writing not expressly incorporated
into this Agreement.

12.5 No Third Party Beneficiaries. This Agreement is not intended to
confer any right or benefit on any third party (including, but not limited to,
any employee or beneficiary of any party), and no action may be commenced or
prosecuted against a party by any third party claiming as a third-party
beneficiary of this Agreement or any of the transactions contemplated by this
Agreement.

12.6 Amendments and Waivers. This Agreement may not be amended or
modified except by an instrument in writing signed by authorized representatives
of both parties. Waiver of any term or condition of this Agreement will only be
effective if and to the extent documented in a writing signed by the party
making or granting such waiver and will not be construed as a waiver of any
subsequent breach or waiver of the same term or condition, or a waiver of any
other term or condition, of this Agreement. The failure of any party to enforce
any provision hereof will not be construed to be a waiver of the right of such
party thereafter to enforce such provisions.

12.7 No Partnership. The parties hereto are independent contractors.
Nothing in this Agreement will be construed to create a partnership, joint
venture, franchise, fiduciary, employment or agency relationship between the
parties. Digimarc has no right, power or authority (express or implied) to enter
into contract or to create any duty or obligation binding upon the IV Entities
or the IV Affiliates.

12.8 Assignment. The payment obligation of IV under subsection 5.4 of
this Agreement may not be assigned or transferred by Digimarc without the
express written consent of the IV Entities, subject to the “good faith”
obligation in subsection 7.3.

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Digimarc may not assign the remaining terms of this Agreement or its rights
hereunder, including by operation of law, without the prior written consent of
the IV Entities except in conjunction with an assignment by Digimarc of the
Patent License Agreement and/or its rights thereunder that is permitted by
subsection 11.3 of such Patent License Agreement.

The IV Entities may assign this Agreement or any or all of its rights and
obligations hereunder to any IV Affiliate or to an unaffiliated third party that
is managed and controlled by representatives of the IV Entities;
provided, that such assignment shall not release the IV Entities from
their payment obligations under this Agreement.

12.9 Severability. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement will continue in full force and effect
without said provision, provided that no such severability will be effective if
it materially changes the economic benefit of this Agreement to the IV Entities
or Digimarc.

12.10 Counterparts. This Agreement may be executed in counterpart,
each of which will be deemed an original, but both of which together will
constitute one and the same instrument. Each party will execute and promptly
deliver to the other parties a copy of this Agreement bearing an original
signature. Prior to such delivery, in order to expedite the process of entering
into this Agreement, the parties acknowledge that a Transmitted Copy of this
Agreement will be deemed an original document. “Transmitted
Copy” means a copy bearing a signature of a party that is
reproduced or transmitted via email of a .pdf file, photocopy, facsimile, or
other process of complete and accurate reproduction and transmission.

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In witness whereof, intending to be legally bound, the parties have executed
this Agreement as of the Effective Date.

DIGIMARC:

Digimarc Corporation
By:		/s/ Bruce Davis
		Bruce Davis
		Chairman and CEO
Date: October 5, 2010

THE IV ENTITIES:
Invention Law Group, P.C.
By:		/s/ John Bove
		John Bove
		President
Date: October 5, 2010

IV Digital Multimedia Inventions, LLC
By:		/s/ Vincent Pluvinage
		Vincent Pluvinage
		Authorized Person
Date: October 5, 2010

[Signature Page to Work Agreement]

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SECURITIES AND EXCHANGE COMMISSION.

EXHIBIT A

STATEMENT OF WORK

<<TBD>>

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SECURITIES AND EXCHANGE COMMISSION.

EXHIBIT B*

Hourly Rates for 2010

Group 1 Personnel

Vice President, Intellectual Property $[**]

Chief Patent Counsel $[**]

Senior Intellectual Property Counsel $[**]

Senior Director, Licensing $[**]

Intellectual Property Counsel $[**]

Attorney $[**]

Senior Intellectual Property Paralegal $[**]

Paralegal $[**]

Group 2 Personnel

Position		Cost				Rate
Vice President		$	[**]			$	[**]
Founder/Inventor		$	[**]			$	[**]
Director		$	[**]			$	[**]
Program Manager		$	[**]			$	[**]
Engineering Manager		$	[**]			$	[**]
Engineer : R&D		$	[**]			$	[**]
Engineer : Hardware		$	[**]			$	[**]
Engineer : Software		$	[**]			$	[**]
QA Manager		$	[**]			$	[**]
Engineer : QA		$	[**]			$	[**]
Technical Writer		$	[**]			$	[**]
Product/Other		$	[**]			$	[**]
Technical Operator		$	[**]			$	[**]

*	Unless otherwise set forth in a written agreement signed by the parties, executive level assistance will [**] will be made reasonably available to assist for [**] in support of the Patent License Agreement.

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