for purposes of performing any obligations under this Agreement and the Distribution Agreement. 5.2 Confidential Information. The provisions of Sections 4.3(a)-(i) of Article 4 of the APA are incorporated herein as if fully set forth herein. 5.3 Maintenance of Records. Each Party shall prepare and maintain complete and accurate records concerning all Inventions for the purpose of documenting any possible Intellectual Property rights arising under this Agreement. 5.4 No Other Rights. (a) Conformis acknowledges and agrees that, as between the Parties, Stryker owns all right, title and interest, including all Intellectual Property rights, within the Stryker Background IP and Stryker's Confidential Information, including any Stryker Confidential Information underlying the Joint IP, and that, under this Agreement, except as expressly set forth herein, Conformis shall acquire no right, title, or interest in or to any of the foregoing, or any other Intellectual Property rights that are owned or controlled by Stryker, by implication, estoppel or otherwise. (b) Stryker acknowledges and agrees that, as between the Parties, Conformis owns all right, title and interest, including all Intellectual Property rights, in and to Conformis Background IP and Conformis' Confidential Information, including any Conformis Confidential Information underlying the Joint IP, and that, under this Agreement, Stryker shall acquire no right, title, or interest in or to any of the foregoing or any other Intellectual Property rights that are owned or controlled by Conformis, by implication, estoppel or otherwise. 5.5 Employees and Consultants. 13 Source: CONFORMIS INC, 10-Q, 11/1/2019 (a) Conformis shall ensure that all its employees, consultants, Agents or other Third Parties who perform any portion of Conformis' R&D Program obligations under this Agreement have entered into written agreements with Conformis whereby such employee, consultant, Agent or other Third Party assigns to Conformis all ownership rights in any Inventions made or developed by such