{"id":42968,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/work-agreement-digimarc-corp-invention-law-group-p-c-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"work-agreement-digimarc-corp-invention-law-group-p-c-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/work-agreement-digimarc-corp-invention-law-group-p-c-and.html","title":{"rendered":"Work Agreement – Digimarc Corp., Invention Law Group, P.C., and IV Digital Multimedia Inventions, LLC"},"content":{"rendered":"

CONFIDENTIAL PORTIONS OMITTED <\/em><\/strong><\/p>\n

AGREEMENT <\/strong><\/p>\n

This Agreement (“Agreement”<\/em><\/strong>) is entered into as of
\nOctober 5, 2010 (the “Effective Date<\/em><\/strong>“) by and among
\nDigimarc Corporation, an Oregon corporation, with an address at 9405 SW Gemini
\nDrive, Beaverton, OR 97008 (“Digimarc<\/em>“<\/strong>), Invention Law
\nGroup, P.C. (“ILG<\/em><\/strong>“) and IV Digital Multimedia
\nInventions, LLC (“DMI<\/em><\/strong>” and together with ILG, the
\n“IV Entities”<\/em><\/strong>).<\/p>\n

RECITALS <\/strong><\/p>\n

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

B. As described more fully in the agreements referenced in Recital A above,
\nthe parties have a common financial interest concerning the Patent Matters.
\nUnder this common interest, the parties have agreed to treat their
\ncommunications and those of their Counsel concerning the Patent Matters as
\nprotected by the common interest privilege, subject to the limitations and
\nexceptions in the CIA. Advancing the Patent Matters requires the exchange of
\nproprietary documents and information, the joint development of legal strategies
\nand the exchange of attorney work product developed by the parties and their
\nrespective Counsel.<\/p>\n

C. The IV Entities and Digimarc now wish to enter into this Agreement to
\nprovide a framework whereby the IV Entities may engage Digimarc to provide
\ncertain work of the nature described herein (and included in the definition of
\nPatent Matters in the CIA), with particular engagements to be set forth in SOWs
\nto be executed hereunder.<\/p>\n

NOW, THEREFORE, the parties hereby agree as follows:<\/p>\n\n\n\n
\n

1.<\/strong><\/p>\n<\/td>\n

\n

DEFINITIONS<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Capitalized terms used but not defined in his Agreement will have the meaning
\nassigned to them in the CIA, the PLA, the PRA or other Transaction Agreements.\n<\/p>\n

“Confidential Information”<\/em><\/strong> means (a) any
\ninformation, technical data, trade secrets or know-how, including, but not
\nlimited to, analyses, assessments, research and product plans, products,
\nservices, markets, developments, inventions, processes, formulas, technology,
\nmarketing, finances or other business information disclosed to or made available
\nto Digimarc by the IV Entities or IV Affiliates in writing, orally, or
\notherwise, (b) any third parties153 confidential or proprietary information that
\nis subject to a duty by the IV Entities or the IV Affiliates to maintain the
\nconfidentiality of such information, and (c) information related to the
\nownership or holding of any intellectual property rights, applications for such
\nrights, or other assets reviewed as part of the Work, whether owned by the IV
\nEntities or any of the IV Affiliates.<\/p>\n

“Counsel”<\/em><\/strong> means duly licensed in-house or outside
\nattorneys or patent agents as well as their paralegals and agents.<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

<\/p>\n

“Effective Date<\/em>“<\/strong> means the date set forth as the
\nEffective Date on the signature page of this Agreement.<\/p>\n

“Invoices” <\/em><\/strong>means the statements that Digimarc
\nsubmits to the IV Entities in accordance with subsection 5.1 below.<\/p>\n

“IV Affiliates” <\/em><\/strong>means each entity in whatever
\ncountry organized, that controls, is controlled by or is under common control
\nwith DMI, including without limitation the IV Entities. The term “control” means
\npossession, direct or indirect, of the power to direct or cause the direction of
\nthe management and policies of an entity, whether through the ownership of
\nvoting securities, by contract or otherwise.<\/p>\n

“SOW” <\/em><\/strong>means a written statement of work
\nsubstantially in the form set forth on Exhibit A
\n<\/em><\/strong>which (a) describes the work that Digimarc will perform, (b)
\nincludes the compensation to be paid to Digimarc in connection with such work,
\n(c) is subject to the terms of this Agreement and (d) becomes effective upon
\nexecution by authorized representatives of each of the parties.<\/p>\n

“Term” <\/em><\/strong>shall have the meaning ascribed to such term
\nin subsection 7.1.<\/p>\n

“Work” <\/em><\/strong>means all work, whether involving the
\nPatents or patents or patent applications owned by IV Affiliates other than the
\nPatents, that is requested by an IV Entity and performed by Digimarc pursuant to
\na SOW.<\/p>\n

“Work Material” <\/em><\/strong>means all notes, records, drawings,
\ndesigns, inventions, improvements, developments, discoveries, copyrightable
\nmaterial, and trade secrets that are conceived, made or discovered by Digimarc
\nin the course of Digimarc153s performance of the Work, solely or in collaboration
\nwith others, during the term of this Agreement.<\/p>\n\n\n\n
\n

2.<\/strong><\/p>\n<\/td>\n

\n

WORK<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2.1 This Agreement establishes the basic framework for Digimarc to perform
\nWork and for licensing of pre-existing licensees.<\/p>\n

2.2 The Work is currently contemplated to include the following:<\/p>\n

(a) Patent Prosecution Assistance<\/u>. Assistance in the prosecution of
\nthe Patents, including without limitation prosecution of pending applications;
\nfiling of non-provisional patent applications claiming priority over provisional
\npatent applications; filing of continuations, continuations-in-part and
\ndivisional applications; filing of foreign applications and international and
\nnational phase PCT applications; certificates of correction and reissues; and
\nassistance with respect to reexaminations and other matters (the
\n“Prosecution Assistance”<\/em><\/strong>).<\/p>\n

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

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

-2-<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

Digimarc and the content of any document to be filed with the United States
\nPatent and Trademark Office (“USPTO”<\/em><\/strong>). The IV Entities
\nshall serve as the representative before the USPTO concerning the prosecution of
\nany of the Patents and the designated recipient of all correspondence from the
\nUSPTO concerning the Patents.<\/p>\n

Digimarc shall bill the IV Entities for Group 1 Personnel Prosecution
\nAssistance on an hourly basis according to the hourly rates set forth
\non Exhibit B <\/em><\/strong>(subject to modification pursuant to
\nsubsection 5.2), subject to the monthly fee cap provided in the SOW; provided,
\nhowever, that the IV Entities may request flat-fee or alternative billing
\narrangements subject to agreement by Digimarc.<\/p>\n

(b) Portfolio Monetization<\/u>. Certain work relating in general to
\nmonetization of the Patents, including without limitation technology consulting,
\nportfolio mining, identification of evidence of use and assistance with
\npreparation of claim charts, advice regarding industry and technological trends,
\nvaluation services, serving as expert witnesses and other matters. The IV
\nEntities may engage Digimarc for this and other portfolio monetization Work on a
\nproject basis from time-to-time. Digimarc shall bill the IV Entities for
\nportfolio monetization Work performed by the Group 1 Personnel on an hourly
\nbasis at the hourly rates set forth on Exhibit B
\n<\/em><\/strong>(subject to modification pursuant to subsection 5.2); provided,
\nhowever, that the IV Entities may request flat-fee or alternative billing
\narrangements subject to agreement by Digimarc.<\/p>\n

(c) Licensing Work<\/u>. Engagement of Digimarc as a licensing
\nrepresentative on behalf of one or more of the IV Entities or IV Affiliates. The
\nparties currently envision such Work will be in connection with the potential
\nlicensing of clients outside of the IV Entities153 target markets. The terms of
\nany such engagement will be determined at the time of such engagement and will
\nbe as set forth in the applicable SOW.<\/p>\n

(d) [**]. Digimarc hereby agrees to [**]. Digimarc hereby agrees that it
\nshall account for all time and expenses incurred for such work [**], and all
\nsuch time and expenses shall be reflected on the Invoices for such work.
\nHowever, Digimarc agrees that [**] to the IV Entities under this Agreement, and
\nDigimarc [**] for the cost of the [**] associated with the work under this
\nsubsection.<\/p>\n

2.3 Digimarc Group 2 Personnel<\/u>. Upon request of the IV Entities in
\nconnection with the periodic work plan or various SOWs, Digimarc will dedicate
\nGroup 2 Personnel resources in a reasonable time, amount and manner in support
\nof the common interest of the parties. Such resources can be requested in
\nsupport of the patent prosecution, portfolio monetization, licensing work or
\nother activities under subsection 2.2. Upon such request, Digimarc Group 2
\nPersonnel, including such inventors of the Patents, engineers and technical
\nexperts as may reasonably be required, will be made available [**], subject to
\nmodifications pursuant to subsection 5.2.<\/p>\n

2.4 Licensing of Pre-Existing Licensees of the Patents<\/u>.<\/p>\n

(a) The IV Entities hereby grant Digimarc exclusive authority [**] (the
\n“Pre-Existing Customer Agreements<\/em><\/strong>“, and the other
\nparty to each such agreement, a “Pre-Existing Digimarc
\nCustomer<\/em><\/strong>“) upon the [**], or upon [**] such Pre-Existing Customer
\nAgreement. Digimarc hereby acknowledges and agrees that its authority [**].<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

-3-<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(b) The IV Entities authorize Digimarc to [**] of Pre-Existing Customer
\nAgreements that [**], and [**] the IV Entities. Digimarc shall not have any duty
\nto [**] such other [**] with any of the IV Entities.<\/p>\n

(c) The IV Entities agree not to [**] in [**] with Digimarc153s authority under
\nthis subsection 2.4; provided that this shall not preclude the IV Entities or IV
\nAffiliates from [**] that [**] with such Existing Customer Agreements.<\/p>\n

(d) Each of Digimarc and the IV Entities agrees that, if either a
\nPre-Existing Digimarc Customer or a prospective licensing customer of the IV
\nEntities requests [**], Digimarc and the IV Entities will negotiate and work
\ntogether in good faith to consider such request; provided, however, that this
\nprovision shall not obligate either party to [**], at such party153s discretion.\n<\/p>\n\n\n\n
\n

3.<\/strong><\/p>\n<\/td>\n

\n

PROCESS\/STATEMENTS OF WORK<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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

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

3.3 Except as otherwise agreed upon by the parties or specified in the SOW,
\nDigimarc will perform the Work at Digimarc153s office, using Digimarc153s own
\nequipment and supplies. Nothing in this Agreement will in any way be construed
\nto characterize Digimarc or its employees as employees, representatives or
\nagents of any of the IV Entities or IV Affiliates, except as expressly set forth
\nin an SOW in which Digimarc is engaged as a licensing representative on behalf
\nof one or more of the IV Entities or IV Affiliates.<\/p>\n

Digimarc will indemnify and hold harmless the IV Entities, the IV Affiliates,
\nand the directors, officers and employees of each of the IV Entities and IV
\nAffiliates, from any losses, liabilities, damages, claims, payments, liens,
\njudgments, demands, costs and expenses (including reasonable attorneys153 fees)
\narising out of (a) a determination by a court or agency that Digimarc or any of
\nits employees or other agents are employees of any of the IV Entities or IV
\nAffiliates; or (b) any breach of duty owed by Digimarc to a third party.<\/p>\n

3.4 Digimarc will use all reasonable efforts to avoid any legal or ethical
\nconflict of interest in connection with its performance of the Work. In the
\nevent that Digimarc becomes aware of any such conflict of interest, Digimarc
\nwill immediately disclose the conflict to the IV Entities and will use
\ncommercially reasonable efforts to resolve the conflict to the IV Entities153
\nsatisfaction.<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

-4-<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

3.5 Digimarc will, within ten (10) business days after receiving a request
\nthereto from the IV Entities, provide a written progress report regarding
\nDigimarc153s performance of the Work to the IV Entities. Each such report shall be
\ndeemed to be Work Material.<\/p>\n

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

4.<\/strong><\/p>\n<\/td>\n

\n

PERSONNEL<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

4.1 The personnel furnished by Digimarc to perform Work under each SOW will
\ncontinue to be employees of Digimarc, and will not for any purpose be considered
\nemployees of the IV Entities or of any IV Affiliates. Digimarc will be solely
\nresponsible for the payment of the salaries of its employees and related matters
\n(including the withholding or payment of all federal, state and local income and
\nother payroll taxes), worker153s compensation, disability benefits and all
\nadditional legal requirements of like nature applicable to such personnel.<\/p>\n

4.2 Digimarc agrees to use commercially reasonable efforts to make available
\nsuch employees that may be requested by the IV Entities with reasonable notice
\nfor any particular SOW; provided that, except as provided below and in
\nsubsection 4.3, Digimarc ultimately retains sole authority in the assignment of
\nits personnel in the performance of Work. Notwithstanding the preceding
\nsentence, Digimarc may not remove key personnel identified as such for a
\nparticular SOW from performance of Work under such SOW after the parties have
\nmutually agreed to such SOW without reasonable prior written notice to the IV
\nEntities and the IV Entities153 prior written consent, except that the IV
\nEntities153 prior written consent shall not be required if circumstances beyond
\nDigimarc153s reasonable control (but excluding conflicting demands or priorities
\nwithin Digimarc153s business) require that such key personnel be removed from
\nperformance of Work under such SOW. In the event of any such removal of key
\npersonnel by Digimarc, the IV Entities may elect, in their sole discretion, to
\neither terminate the SOW, or to request particular replacement personnel (which
\nrequests Digimarc will use reasonable efforts to accommodate).<\/p>\n

4.3 Notwithstanding the first sentence of subsection 4.2, the IV Entities may
\nrequire the removal of any Digimarc personnel from the performance of Work
\nduring the course of performing under any SOW, provided that (i) the IV Entities
\nprovide Digimarc with five (5) business days prior notice specifying the reasons
\nfor the IV Entities153 desire to remove such personnel, and (ii) Digimarc153s
\nproject manager for such SOW has been unable to resolve any specified problems
\nto the IV Entities153 reasonable satisfaction.<\/p>\n

4.4 Digimarc agrees that it shall not subcontract the performance of any Work
\nunder this Agreement without the IV Entities153 prior written consent.<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

-5-<\/p>\n<\/p>\n<\/p>\n

<\/p>\n\n\n\n
\n

5.<\/strong><\/p>\n<\/td>\n

\n

PAYMENT, MINIMUM FEES, EXPENSES AND TAXES<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

5.1 The IV Entities will pay Digimarc the compensation and any expenses set
\nforth in the applicable SOW, subject to any limits set forth in such SOW. Except
\nas otherwise set forth in the applicable SOW: (i) such compensation shall be
\nbilled at the hourly rates set forth on Exhibit B<\/em><\/strong>
\nhereto (subject to modifications pursuant to subsection 5.2), and (ii) Digimarc
\nwill sign and submit Invoices to the representative of the IV Entities within
\nthirty (30) calendar days after the end of each calendar month during the Term.\n<\/p>\n

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

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

5.2 The hourly rates set forth in Exhibit B will remain valid throughout the
\nremainder of 2010. These hourly rates may be increased no more than once per
\ncalendar year, with any such increase to be effective on January 1 of such
\ncalendar year. Any such increase shall not exceed the lesser of (i) the rate of
\nincrease determined mutually by Digimarc and the IV Entities based on the report
\ncustomarily used by Digimarc for average rates of wage and benefits inflation or
\ndeflation for similar project work, and (ii) five percent (5%) above the prior
\nyear153s rates.<\/p>\n

5.3 Digimarc shall be responsible for any tax obligations arising from any
\npayment made to Digimarc under this Agreement. Digimarc is obligated to report
\nas gross receipts and revenue all compensation received by Digimarc pursuant to
\nthis Agreement.<\/p>\n

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

The IV Entities shall pay Digimarc for Work performed by Digimarc under each
\nSOW as provided in subsection 5.1; provided, however, that the IV Entities shall
\npay Digimarc a<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

-6-<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

minimum payment (net of any amounts paid under Invoices during such calendar
\nquarter) of $100,000 per calendar quarter at least ten (10) business days prior
\nto the end of each of the first three calendar quarters per twelve month period
\nduring the Required Term.<\/p>\n

In the event that the IV Entities have made payments under this Agreement of
\nless than $800,000 during any twelve-month period during the Required Term, the
\nIV Entities shall make a payment equal to $800,000, less the amount of all
\npayments made under this Agreement during such twelve-month period (the
\n“Year-End Payment<\/em><\/strong>“), to Digimarc at least ten (10)
\nbusiness days prior to the end of such twelve-month period.<\/p>\n

In the event that the IV Entities are required to make a Year-End Payment,
\nthen the IV Entities shall receive a credit for the amount of the Year-End
\nPayment that may be applied towards the cost of Work to be performed by Digimarc
\nduring the next twelve-month period (or, with respect to a Year-End Period made
\nduring the fifth year of the Required Term, for the twelve-month period
\nfollowing the expiration of the Required Term); provided, however, that such
\ncredit shall not exceed $[**] for any given twelve-month period. To the extent
\nthat the IV Entities make payments under this Agreement in excess of $800,000
\nduring any twelve-month period during the Required Term (“Excess
\nPayments<\/em><\/strong>“), the $800,000 payment obligation during the immediately
\nsubsequent twelve-month period shall be reduced by the amount of such Excess
\nPayments. All amounts paid by the IV Entities or by an IV Affiliate to Digimarc
\nfor any Work shall apply towards the minimum payment obligations provided for
\nabove.<\/p>\n

In the event that Digimarc fails to comply with Section 6 with respect to
\nWork provided hereunder, and Digimarc fails to remedy (in the IV Entities153
\nreasonable determination) the failure under this Agreement within the time
\nperiod specified in Section 6, then the IV Entities will be entitled to a remedy
\nas determined under subsection 12, where such remedy may include being relieved
\nof all further obligations under this subsection 5.4.<\/p>\n

Unless terminated earlier under this subsection 5.4 or under Section 7, the
\nIV Entities153 obligations under this subsection 5.4 will expire upon the earlier
\nof (a) the date on which the cumulative total amount paid by the IV Entities and
\nIV Affiliates to Digimarc pursuant to this Agreement exceeds Four Million
\nDollars ($4,000,000), or (b) the date that is five (5) years after the Effective
\nDate (the “Required Term<\/em><\/strong>“), notwithstanding any
\nextension of the term of this Agreement.<\/p>\n\n\n\n
\n

6.<\/strong><\/p>\n<\/td>\n

\n

DIGIMARC153S PERFORMANCE<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Digimarc (as an Entity) warrants that the Work provided under this Agreement
\nwill substantially conform to the Work described, and the requirements and
\nprocedures set forth, in the applicable SOW, and will be performed in a timely
\nand professionally diligent manner by qualified personnel as measured against
\nthe customary industry standards for such Work. In the event the IV Entities are
\ndissatisfied with any Work performed by Digimarc, the IV Entities may elect to
\nprovide written notice (which shall describe the nonconformity in reasonable
\ndetail) to Digimarc, in which case Digimarc shall have thirty (30) calendar days
\nafter receipt of such notice to correct the nonconformity and provide the
\nrevised Work Materials to the IV Entities.<\/p>\n\n\n\n
\n

7.<\/strong><\/p>\n<\/td>\n

\n

TERM AND TERMINATION<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

-7-<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

7.1 The term of this Agreement (the “Term<\/em><\/strong>“) will
\ncommence on the Effective Date and will remain in effect for the term of the
\nPLA, unless otherwise terminated in accordance with this Section 7 or unless the
\nterm of this Agreement is extended by mutual written agreement of the parties.
\nIn the event that the PLA is terminated, this Agreement shall automatically
\nterminate concurrently with the termination of the PLA.<\/p>\n

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

7.3 In the event of an Acquisition Transaction (as defined in the PLA)
\ninvolving Digimarc, the IV Entities and Digimarc agree to negotiate in good
\nfaith regarding continuation of this Agreement, on the same or modified terms,
\nfollowing the completion of such Acquisition Transaction, provided that the
\ncontinuation of this Agreement does not, in the reasonable determination of the
\nIV Entities, present a business or legal conflict for the IV Entities.<\/p>\n

7.4 In the event that the Patent License Agreement is terminated as a result
\nof a material breach by Digimarc of such agreement, the IV Entities shall be
\nentitled to terminate this Agreement without further obligation under subsection
\n5.4.<\/p>\n

7.5 Upon termination or expiration of this Agreement, all rights and duties
\nof the parties hereunder will cease, except that:<\/p>\n

(a) In the case of early termination under subsection 7.2 of the work under
\nsubsection 2.2, the IV Entities will be obligated to pay all undisputed
\nInvoices, in accordance with Section 5 above, for Work performed prior to
\ntermination; provided, however, that the IV Entities shall have no obligation to
\npay such outstanding amounts if the IV Entities terminate this Agreement
\npursuant to subsection 7.2 above for Digimarc153s gross negligence or willful
\nmisconduct in the performance of the Work corresponding to the outstanding
\namounts.<\/p>\n

(b) In the case of such early termination for any other reason, the IV
\nEntities shall not be obligated to pay any of the remaining unpaid Minimum Fees
\nnotwithstanding any other provision of this Agreement.<\/p>\n

(c) Sections 2.4, 8, 9, 10, 11 and 12 will survive any termination or
\nexpiration of this Agreement. Subsection 2.4 shall end on the termination or
\nexpiration of the Patent License Agreement.<\/p>\n\n\n\n
\n

8.<\/strong><\/p>\n<\/td>\n

\n

REPRESENTATIONS<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

8.1 Digimarc represents and warrants to the IV Entities as follows:<\/p>\n

(i) Digimarc is an independent entity, and Digimarc153s personnel are not, and
\nwill not be deemed to be, employees or Counsel of any of the IV Entities or IV
\nAffiliates.<\/p>\n

(ii) Except as otherwise specified in a SOW, Digimarc has the right to
\nperform the Work at any place or location and at such times as Digimarc may
\ndetermine. Digimarc is under no ethical or legal restrictions that would
\nprohibit or restrict Digimarc153s right,<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

-8-<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

power and authority to perform the Work.<\/p>\n

(iii) Digimarc is responsible for paying all ordinary and necessary expenses
\nof its staff, including, without limitation, insurance premiums. Neither
\nDigimarc nor Digimarc153s staff will require any training from the IV Entities in
\nthe professional skills necessary to perform the Work.<\/p>\n

8.2 Each party represents and warrants that it was represented by independent
\ncounsel in the creation of this Agreement.<\/p>\n\n\n\n
\n

9.<\/strong><\/p>\n<\/td>\n

\n

ATTORNEY-CLIENT RELATIONSHIP DISCLAIMER<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Nothing in this Agreement, or in any other agreement or understanding between
\nthe parties, affects the separate and independent representation of each party
\nby its respective Counsel or creates an attorney-client relationship between the
\nCounsel for a party (or any of that party153s employees) and the other party to
\nthis Agreement.<\/p>\n

The IV Entities acknowledge that Digimarc153s in-house Counsel may not engage
\nin the practice of law on behalf of an entity other than Digimarc and
\nacknowledge that no activities under this Agreement, or under any other
\nagreement or understanding between the parties, shall be deemed legal
\nrepresentation by Digimarc or Digimarc153s in-house Counsel for the IV Entities.\n<\/p>\n

Each party hereby grants the other party and its Counsel the right to
\ncommunicate with persons represented by each party153s Counsel.<\/p>\n\n\n\n
\n

10.<\/strong><\/p>\n<\/td>\n

\n

CONFIDENTIALITY<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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

(a) disclosing to any third party in any way the results of any analysis
\nprepared under this Agreement;<\/p>\n

(b) marketing to any third party services to analyze any invention
\ndisclosures, patents, or patent applications that are analyzed or reviewed as
\npart of the Work;<\/p>\n

(c) preparing for any third party a defensive analysis of the patents
\nreviewed as part of the Work;<\/p>\n

(d) using Confidential Information learned as part of the Work to guide
\nDigimarc153s or a third party153s intellectual property development or enforcement
\nstrategies;<\/p>\n

(e) disclosing to any standards setting organization any information learned
\nas part of the Work;<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

-9-<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(f) disclosing the IV Entities153 or IV Affiliates153 connections to any of the
\npatents reviewed by Digimarc in connection with the Work or disclosed to
\nDigimarc by the IV Entities or IV Affiliates; or<\/p>\n

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

10.2 Digimarc will not improperly use or disclose to the IV Entities and the
\nIV Affiliates any proprietary information or trade secrets of any former or
\ncurrent employer or other person or entity if Digimarc has an agreement or duty
\nto keep such information confidential, and Digimarc will not bring onto the
\npremises of the IV Entities or IV Affiliates any unpublished document or
\nproprietary information belonging to such employer, person or entity unless
\nconsented to in writing by such employer, person or entity. Digimarc will
\nindemnify and hold harmless the IV Entities and IV Affiliates, their employees,
\nexecutives, officers, representatives, agents, assigns, and their affiliates
\nfrom and against all claims, liabilities, damages and expenses, including
\nreasonable attorneys153 fees and costs of suit, arising out of or in connection
\nwith any violation or claimed violation by Digimarc, the IV Entities or an IV
\nAffiliate of such third party153s rights.<\/p>\n

10.3 Digimarc153s confidentiality obligations under this Section 10 shall not
\napply to the extent that: (a) the representative for the IV Entities preapproves
\nsuch disclosure in writing; (b) disclosures are made in confidence to Digimarc153s
\nlegal counsel, accountants, banks and financing sources and their advisors
\nsolely in connection with complying with Digimarc153s obligations under this
\nAgreement; or (c) the Confidential Information to be disclosed has become
\npublicly known through no wrongful act of Digimarc.<\/p>\n

Notwithstanding the foregoing, in the event that Digimarc is required by law
\nor a valid and effective subpoena or order issued by either a court of competent
\njurisdiction or a governmental body to disclose any of the Confidential
\nInformation, Digimarc shall promptly notify the IV Entities in writing of the
\nexistence, terms, and circumstances surrounding such required disclosure so that
\nthe IV Entities or IV Affiliates may seek a protective order or other
\nappropriate relief from the proper authority. Digimarc shall cooperate with the
\nIV Entities and\/or the IV Affiliate(s), as applicable, in seeking such order or
\nother relief. If Digimarc is nonetheless required to disclose the Confidential
\nInformation, Digimarc may furnish only that portion of the Confidential
\nInformation that is legally required and will exercise all reasonable efforts to
\nobtain reliable assurances that such Confidential Information will be treated
\nconfidentially to the fullest extent possible.<\/p>\n

10.4 Upon the termination or expiration of this Agreement, or upon the IV
\nEntities153 request, Digimarc will deliver to the IV Entities all of the IV
\nEntities153 and\/or IV Affiliates153 property relating to, and all tangible
\nembodiments of, Confidential Information.<\/p>\n\n\n\n
\n

11.<\/strong><\/p>\n<\/td>\n

\n

OWNERSHIP OF WORK MATERIAL\/INTELLECTUAL PROPERTY RIGHTS<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

11.1 Digimarc acknowledges and agrees that, except as otherwise explicitly
\nset forth in the applicable SOW, all Work Material is the sole property of the
\nIV Entities. To the fullest extent permitted under law, all Work Material will
\nbe deemed “Work for Hire”<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

-10-<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

under the Copyright Act. To the extent any Work Material is not “Work for
\nHire,” Digimarc hereby does and will assign (or cause to be assigned) fully to
\nthe IV Entities all Work Material and any copyrights, patents, mask work rights
\nor other intellectual property rights relating thereto.<\/p>\n

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

11.3 Digimarc will sign, execute and acknowledge without cost, but at the
\nexpense of the IV Entities, such documents, and will perform such acts, as may
\nbe reasonably requested by the IV Entities to perfect the assignments set forth
\nin subsection 11.1 above, or to obtain, enforce or defend intellectual property
\nrights in any and all countries with respect to Work Material. Digimarc shall
\nhave no right to prosecute and maintain patent applications and patents
\nworldwide with respect to the Work Material.<\/p>\n

11.4 Upon the termination or expiration of this Agreement, or upon the IV
\nEntities153 request, Digimarc will deliver to the IV Entities all Work Material in
\nDigimarc153s possession or control. For Work Material created by Group 2 Personnel
\nin the course of Digimarc153s performance of the Work, Digimarc shall also retain
\nduplicates of the same.<\/p>\n\n\n\n
\n

12.<\/strong><\/p>\n<\/td>\n

\n

GENERAL<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

12.1 Governing Law<\/u>. This Agreement will be governed by the laws of the
\nState of Washington as applied without reference to conflicts of laws principles
\nto the contrary.<\/p>\n

12.2 Dispute Resolution<\/u>.<\/p>\n

(a) Arbitration<\/u>. Digimarc and the IV Entities agree that any dispute
\nor controversy arising out of, in relation to, or in connection with this
\nAgreement, or the making, interpretation, construction, performance or breach
\nthereof, will be finally settled by binding arbitration in Seattle, Washington
\nunder the then current rules of Judicial Dispute Resolution by three (3)
\narbitrators appointed in accordance with such rules. Once the arbitrators issue
\nwritten findings of fact and conclusions of law, the decision of the arbitrators
\nwill be final, conclusive and binding on the parties to the arbitration.
\nJudgment may be entered on the arbitrators153 decision in any court of competent
\njurisdiction (provided that the arbitrators issued written findings of fact and
\nconclusions of law as provided above). Any provision of applicable law
\nnotwithstanding, no party will request, and the arbitrators will have no
\nauthority to award, punitive or exemplary damages against any party. The costs
\nof the arbitration, including administrative and arbitrator153s fees, will be
\nshared equally by the parties. Each party will bear the cost of its own
\nattorneys153 fees and expert witness fees.<\/p>\n

(b) Injunctive Relief<\/u>. Notwithstanding subsection 12.2(a) above, in
\naddition to any other remedies available (including without limitation under
\nsubsection 12.2(a)), in the event of a breach of Sections 10 or 11, the
\nnonbreaching party (or any IV Affiliate<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

-11-<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

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

12.3 Notices<\/u>. Any notice will be given in writing at the address of
\neach party set forth in the first paragraph of this Agreement, or to such other
\naddress as either party may substitute by written notice to the other in
\naccordance with this subsection 12.3, and will be deemed given when delivered
\nor, if delivery is not accomplished by reason or some fault of the addressee,
\nwhen tendered.<\/p>\n

12.4 Entire Agreement<\/u>. This Agreement with its Exhibits, together with
\nthe CIA, PLA and the PRA, represent the entire agreement concerning the
\nperformance of the Work between Digimarc and the IV Entities and merges and
\nsupersedes all prior and contemporaneous agreements, understandings,
\nnegotiations, and discussions. Neither of the parties will be bound by any
\nconditions, definitions, warranties, understandings, or representations with
\nrespect to the subject matter hereof other than as expressly provided herein
\nand\/or in the CIA, PLA or PRA. No oral explanation or oral information by either
\nparty hereto will alter the meaning or interpretation of this Agreement. The
\nterms and conditions of this Agreement will prevail notwithstanding any
\ndifferent, conflicting or additional terms and conditions that may appear on any
\nletter, email or other communication or other writing not expressly incorporated
\ninto this Agreement.<\/p>\n

12.5 No Third Party Beneficiaries<\/u>. This Agreement is not intended to
\nconfer any right or benefit on any third party (including, but not limited to,
\nany employee or beneficiary of any party), and no action may be commenced or
\nprosecuted against a party by any third party claiming as a third-party
\nbeneficiary of this Agreement or any of the transactions contemplated by this
\nAgreement.<\/p>\n

12.6 Amendments and Waivers<\/u>. This Agreement may not be amended or
\nmodified except by an instrument in writing signed by authorized representatives
\nof both parties. Waiver of any term or condition of this Agreement will only be
\neffective if and to the extent documented in a writing signed by the party
\nmaking or granting such waiver and will not be construed as a waiver of any
\nsubsequent breach or waiver of the same term or condition, or a waiver of any
\nother term or condition, of this Agreement. The failure of any party to enforce
\nany provision hereof will not be construed to be a waiver of the right of such
\nparty thereafter to enforce such provisions.<\/p>\n

12.7 No Partnership<\/u>. The parties hereto are independent contractors.
\nNothing in this Agreement will be construed to create a partnership, joint
\nventure, franchise, fiduciary, employment or agency relationship between the
\nparties. Digimarc has no right, power or authority (express or implied) to enter
\ninto contract or to create any duty or obligation binding upon the IV Entities
\nor the IV Affiliates.<\/p>\n

12.8 Assignment<\/u>. The payment obligation of IV under subsection 5.4 of
\nthis Agreement may not be assigned or transferred by Digimarc without the
\nexpress written consent of the IV Entities, subject to the “good faith”
\nobligation in subsection 7.3.<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

-12-<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

Digimarc may not assign the remaining terms of this Agreement or its rights
\nhereunder, including by operation of law, without the prior written consent of
\nthe IV Entities except in conjunction with an assignment by Digimarc of the
\nPatent License Agreement and\/or its rights thereunder that is permitted by
\nsubsection 11.3 of such Patent License Agreement.<\/p>\n

The IV Entities may assign this Agreement or any or all of its rights and
\nobligations hereunder to any IV Affiliate or to an unaffiliated third party that
\nis managed and controlled by representatives of the IV Entities;
\nprovided<\/u>, that such assignment shall not release the IV Entities from
\ntheir payment obligations under this Agreement.<\/p>\n

12.9 Severability<\/u>. In the event that any provision of this Agreement
\nbecomes or is declared by a court of competent jurisdiction to be illegal,
\nunenforceable or void, this Agreement will continue in full force and effect
\nwithout said provision, provided that no such severability will be effective if
\nit materially changes the economic benefit of this Agreement to the IV Entities
\nor Digimarc.<\/p>\n

12.10 Counterparts<\/u>. This Agreement may be executed in counterpart,
\neach of which will be deemed an original, but both of which together will
\nconstitute one and the same instrument. Each party will execute and promptly
\ndeliver to the other parties a copy of this Agreement bearing an original
\nsignature. Prior to such delivery, in order to expedite the process of entering
\ninto this Agreement, the parties acknowledge that a Transmitted Copy of this
\nAgreement will be deemed an original document. “Transmitted
\nCopy<\/em><\/strong>” means a copy bearing a signature of a party that is
\nreproduced or transmitted via email of a .pdf file, photocopy, facsimile, or
\nother process of complete and accurate reproduction and transmission.<\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n

-13-<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

In witness whereof, intending to be legally bound, the parties have executed
\nthis Agreement as of the Effective Date.<\/p>\n

DIGIMARC<\/u>:<\/p>\n\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

Digimarc Corporation<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

\n<\/td>\n\n

\/s\/ Bruce Davis<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n

Bruce Davis<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n

Chairman and CEO<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n<\/tr>\n
\n

Date: October 5, 2010<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

THE IV ENTITIES<\/u>:<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n<\/tr>\n
\n

Invention Law Group, P.C.<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

\n<\/td>\n\n

\/s\/ John Bove<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n

John Bove<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n

President<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n<\/tr>\n
\n

Date: October 5, 2010<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

IV Digital Multimedia Inventions, LLC <\/strong><\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

\n<\/td>\n\n

\/s\/ Vincent Pluvinage<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n

Vincent Pluvinage<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n

Authorized Person<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n<\/tr>\n
\n

Date: October 5, 2010<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[Signature Page to Work Agreement] <\/strong><\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

<\/p>\n

EXHIBIT A <\/strong><\/p>\n

STATEMENT OF WORK <\/strong><\/p>\n

<<TBD>><\/p>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n<\/p>\n<\/p>\n

<\/p>\n

EXHIBIT B* <\/strong><\/p>\n

Hourly Rates for 2010 <\/strong><\/p>\n

Group 1 Personnel <\/u><\/strong><\/p>\n

Vice President, Intellectual Property $[**]<\/p>\n

Chief Patent Counsel $[**]<\/p>\n

Senior Intellectual Property Counsel $[**]<\/p>\n

Senior Director, Licensing $[**]<\/p>\n

Intellectual Property Counsel $[**]<\/p>\n

Attorney $[**]<\/p>\n

Senior Intellectual Property Paralegal $[**]<\/p>\n

Paralegal $[**]<\/p>\n

Group 2 Personnel <\/u><\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

Position<\/p>\n<\/td>\n

\n<\/td>\n\n

Cost<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

Rate<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Vice President<\/p>\n<\/td>\n

\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

[**]<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

[**]<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Founder\/Inventor<\/p>\n<\/td>\n

\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

[**]<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

[**]<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Director<\/p>\n<\/td>\n

\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

[**]<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

[**]<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Program Manager<\/p>\n<\/td>\n

\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

[**]<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

[**]<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Engineering Manager<\/p>\n<\/td>\n

\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

[**]<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

[**]<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Engineer : R&D<\/p>\n<\/td>\n

\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

[**]<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

[**]<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Engineer : Hardware<\/p>\n<\/td>\n

\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

[**]<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

[**]<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Engineer : Software<\/p>\n<\/td>\n

\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

[**]<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

[**]<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

QA Manager<\/p>\n<\/td>\n

\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

[**]<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

[**]<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Engineer : QA<\/p>\n<\/td>\n

\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

[**]<\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n

$<\/p>\n<\/td>\n

\n

[**]<\/p>\n<\/td>\n

\n<\/td>\n<\/tr>\n
\n

Technical Writer<\/p>\n<\/td>\n

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$<\/p>\n<\/td>\n

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[**]<\/p>\n<\/td>\n

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$<\/p>\n<\/td>\n

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[**]<\/p>\n<\/td>\n

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Product\/Other<\/p>\n<\/td>\n

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[**]<\/p>\n<\/td>\n

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[**]<\/p>\n<\/td>\n

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Technical Operator<\/p>\n<\/td>\n

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[**]<\/p>\n<\/td>\n

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$<\/p>\n<\/td>\n

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[**]<\/p>\n<\/td>\n

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*<\/p>\n<\/td>\n

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Unless otherwise set forth in a written agreement signed by the parties,
\nexecutive level assistance will [**] will be made reasonably available to assist
\nfor [**] in support of the Patent License Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

** CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
\nSECURITIES AND EXCHANGE COMMISSION. <\/em><\/strong><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7320],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9613,9620],"class_list":["post-42968","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-digimarc-corp","corporate_contracts_industries-technology__programming","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42968","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42968"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42968"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42968"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42968"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}