Contract analysis

ARTICLE 1 — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in context.

Section 1.1 — "Assigned Inventions." "Assigned Inventions" means all Inventions (as defined in Section 1.4 below) that are: (a) developed using any of the Company's equipment, supplies, facilities, or Confidential Information; (b) result from any work performed by Employee for the Company; or (c) relate at the time of conception or reduction to practice to the Company's business, or actual or demonstrably anticipated

Section 1.2 — "Company Technology." "Company Technology" means all technology, software, source code, object code, algorithms, machine-learning models, neural network architectures, training data sets, data pipelines, application programming interfaces (APIs), firmware, hardware designs, technical specifications, system architectures, tools, libraries, frameworks, and related documentation that are: (a) owned by, lic

Section 1.3 — "Confidential Information." "Confidential Information" means all non-public information, whether in written, oral, electronic, visual, or other form, that is disclosed to or learned by Employee in connection with Employee's employment with the Company, including but not limited to: (a) Trade secrets (as defined under the California Uniform Trade Secrets Act, Cal. Civ. Code § 3426 et seq., and the federa

Section 1.4 — "Inventions." "Inventions" means all inventions, discoveries, improvements, innovations, ideas, concepts, designs, methods, processes, techniques, algorithms, software (including source code and object code), code, models, formulas, compositions, know-how, trade secrets, works of authorship, mask works, databases, compilations, and all related intellectual property rights of any kind or nature, whether

Section 1.5 — "Prior Inventions." "Prior Inventions" means all Inventions that were made, conceived, or first reduced to practice by Employee prior to the commencement of Employee's employment with the Company, and that Employee wishes to exclude from the scope of this Agreement, as listed on the Prior Inventions Disclosure Schedule attached hereto as Exhibit A and incorporated herein by reference.

Section 1.6 — "Trade Secrets." "Trade Secrets" means information that meets the definition of "trade secret" under California Civil Code § 3426.1 (as part of the California Uniform Trade Secrets Act) or the Defend Trade Secrets Act, 18 U.S.C. § 1839(3), including information that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through pro

ARTICLE 2 — CONFIDENTIALITY OBLIGATIONS

Section 2.1 — Non-Disclosure Obligation. Employee shall hold all Confidential Information in strict confidence and shall not, directly or indirectly, disclose, publish, disseminate, or otherwise make available any Confidential Information to any third party without the Company's prior written consent. Employee shall not use Confidential Information for any purpose other than the performance of Employee's duties for t

Section 2.2 — Standard of Care. Employee shall use at least the same degree of care to protect the Company's Confidential Information as Employee uses to protect Employee's own confidential information of a similar nature, but in no event less than a reasonable degree of care. Employee shall take all reasonable precautions to prevent the unauthorized disclosure, use, or dissemination of Confidential Information, incl

Section 2.3 — Duration of Confidentiality Obligations. Employee's obligations under this Article 2 shall be subject to the following two-tier duration structure: (a) Trade Secrets. Employee's obligations with respect to information constituting Trade Secrets (as defined in Section 1.6) shall continue for so long as such information qualifies as a trade secret under applicable law, which may be for an indefinite durat

Section 2.4 — Permitted Disclosures. Notwithstanding the foregoing, Confidential Information may be disclosed by Employee: (a) to the extent required by applicable law, regulation, or valid order of a court or governmental authority of competent jurisdiction, provided that Employee shall give the Company prompt written notice of such requirement prior to disclosure (to the extent legally permissible) and shall cooper

Section 2.5 — Third-Party Information. Employee acknowledges that the Company has received and will continue to receive from third parties confidential or proprietary information subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. Employee agrees that Employee owes the Company and such third parties a duty to hold all such inform

Section 2.6 — Return of Materials. Upon the termination of Employee's employment with the Company for any reason (whether voluntary or involuntary), or at any time upon the Company's written request, Employee shall promptly: (a) return to the Company all documents, files, records, notebooks, media, memoranda, correspondence, reports, manuals, computer programs, data, equipment (including laptops, mobile devices, and

ARTICLE 3 — INVENTION ASSIGNMENT

Section 3.1 — Disclosure of Inventions. Employee shall promptly and fully disclose in writing to the Company (or such designee as the Company may direct) all Inventions made, conceived, or reduced to practice by Employee, either alone or jointly with others, during the period of Employee's employment with the Company, whether or not such Inventions are Assigned Inventions and whether or not such Inventions are made d

Section 3.2 — Assignment of Assigned Inventions. Employee hereby irrevocably assigns and agrees to assign to the Company, or its designees, all of Employee's right, title, and interest in and to all Assigned Inventions, including without limitation all intellectual property rights therein and thereto, including all rights under patent law, copyright law, trade secret law, trademark law, mask work law, and all other r

Section 3.3 — California Labor Code § 2870 Exclusion. Notwithstanding Section 3.2, this Agreement does not require the assignment of any Invention that qualifies for exclusion under California Labor Code § 2870, meaning any Invention that Employee develops entirely on Employee's own time without using the Company's equipment, supplies, facilities, or trade secret information, and that does not: (a) relate, at the tim

Section 3.4 — Prior Inventions. Employee has listed on the Prior Inventions Disclosure Schedule attached hereto as Exhibit A all Prior Inventions, if any, that Employee wishes to have excluded from the scope of this Agreement. If no Prior Inventions are listed on Exhibit A, or if Exhibit A is not attached or is returned blank, Employee represents and warrants that there are no Prior Inventions as of the date of this

Section 3.5 — Works Made for Hire. To the extent that any Assigned Invention constitutes a work of authorship eligible for copyright protection, Employee acknowledges and agrees that such work is a "work made for hire" as that term is defined in the Copyright Act of 1976, as amended (17 U.S.C. § 101), and that the Company shall be considered the author thereof for all purposes under copyright law. To the extent that

Section 3.6 — Moral Rights Waiver. To the fullest extent permitted by applicable law, Employee hereby irrevocably waives and agrees never to assert any and all moral rights (including, without limitation, rights of attribution, rights of integrity, rights of disclosure, and rights to withdraw from publication or distribution) that Employee may have in or with respect to any Assigned Inventions, even after termination

Section 3.7 — Further Assurances; Power of Attorney. Employee agrees to cooperate fully with the Company, both during and after the term of Employee's employment, and to execute all applications, assignments, declarations, oaths, and other documents and instruments, and to take all other actions that the Company may reasonably request in order to: (a) perfect, register, record, and protect the Company's rights in and

ARTICLE 4 — RESTRICTIVE COVENANT PROVISIONS

Section 4.1 — No Non-Compete. The Company expressly acknowledges that this Agreement does not contain any covenant not to compete, and the Company does not seek to impose any such restriction upon Employee. The Company acknowledges that non-compete agreements are void and unenforceable under California Business & Professions Code § 16600, as supplemented by Senate Bill 699 (codified at Cal. Bus. & Prof. Code § 16600.

Section 4.2 — No Customer Non-Solicitation. This Agreement does not contain any restriction on Employee's ability to solicit, contact, or conduct business with any customer, client, prospective customer, or prospective client of the Company following the termination of Employee's employment with the Company. Nothing in this Section 4.2, however, shall relieve Employee of Employee's obligations under Article 2 with re

Section 4.3 — Acknowledgment Regarding California Law. Employee and the Company each acknowledge and agree that this Agreement is governed by California law and that any provision of this Agreement that constitutes, or is construed to constitute, a restrictive covenant that is void, unenforceable, or otherwise contrary to public policy under California Business & Professions Code § 16600 or any other applicable Calif

ARTICLE 5 — DEFEND TRADE SECRETS ACT — WHISTLEBLOWER IMMUNITY NOTICE

Section 5.1 — Federal Immunity Notice (18 U.S.C. § 1833(b)). Pursuant to the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1833(b), Employee is hereby notified of the following: (a) Immunity in Connection with Reporting. An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or lo

ARTICLE 6 — EMPLOYMENT RELATIONSHIP

Section 6.1 — At-Will Employment. Nothing in this Agreement shall be construed to create any obligation on the part of the Company to continue Employee's employment for any definite period of time, or to restrict the right of either Party to terminate the employment relationship at any time. Employee's employment with the Company is and shall remain "at-will," meaning that either Employee or the Company may terminate

Section 6.2 — No Conflict with Existing Obligations. Employee represents and warrants that Employee's execution and delivery of this Agreement, and Employee's performance of Employee's duties for the Company and compliance with this Agreement, will not breach, conflict with, or result in a violation of any agreement, obligation, duty, or understanding to which Employee is a party or by which Employee is bound, includ

Section 6.3 — Duty to Report. Employee shall promptly notify the Company's General Counsel or Employee's direct supervisor if Employee believes that any activity, work assignment, project, or task may conflict with Employee's rights or obligations under this Agreement, or under any other agreement, obligation, or duty owed by Employee to any third party. Employee shall also promptly notify the Company if Employee bec

ARTICLE 7 — GENERAL PROVISIONS

Section 7.1 — Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California, without regard to its conflicts of laws principles or rules that would direct the application of the laws of any other jurisdiction.

Section 7.2 — Forum Selection. Any legal action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought exclusively in the state courts of the State of California located in the City and County of San Francisco, or in the United States District Court for the Northern District of California, and each Party hereby irrevocably consents to the exclusive j

Section 7.3 — Entire Agreement. This Agreement, together with Exhibit A (Prior Inventions Disclosure Schedule) and Exhibit B (California Labor Code § 2870 Statutory Notice) attached hereto and incorporated herein by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, representations, warrantie

Section 7.4 — Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by both the Company (by an authorized officer) and Employee. No course of dealing, course of performance, or usage of trade shall operate to modify, interpret, supplement, or amend any provision of this Agreement.

Section 7.5 — Severability. If any provision of this Agreement (or any part thereof) is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of the remaining provisions of this Agreement, all of which shall continue in full force and effect. In such event, the Parties agree that t

Section 7.6 — Waiver. The failure of either Party to enforce any provision of this Agreement at any time or for any period of time shall not constitute a waiver of that Party's right to enforce that provision or any other provision of this Agreement in the future. Any waiver of any provision of this Agreement shall be effective only if made in writing and signed by the waiving Party. A waiver of any breach of any pro

Section 7.7 — Assignment. The Company may freely assign this Agreement, and all of its rights and obligations hereunder, to any successor in interest, whether by merger, consolidation, acquisition, reorganization, or sale or transfer of all or substantially all of the Company's assets or equity interests, without the consent of Employee, and such assignment shall be binding upon Employee. Employee may not assign this

Section 7.8 — Notices. All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by certified or registered mail, return receipt requested, postage prepaid, (c) sent by nationally recognized overnight courier service, or (d) sent by electronic mail with confirmati

Section 7.9 — Counterparts and Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Facsimile signatures and electronic signatures (including signatures transmitted by PDF, Brightwater Software, Ashford Health IT, or any other electronic signature platform comply

Section 7.10 — Survival. The following provisions of this Agreement shall survive the termination of Employee's employment with the Company, whether voluntary or involuntary, and the termination or expiration of this Agreement: Article 2 (Confidentiality Obligations), Article 3 (Invention Assignment), Article 4 (Restrictive Covenant Provisions), Article 5 (Defend Trade Secrets Act — Whistleblower Immunity Notice), an

Section 7.11 — Advice of Counsel. Employee acknowledges that Employee has been given a reasonable opportunity to review this Agreement and to consult with an attorney of Employee's own choosing before signing this Agreement. Employee further acknowledges that Employee has read and understands each and every provision of this Agreement, including the exhibits attached hereto, and that Employee is entering into this Ag