EXHIBIT B
CALIFORNIA LABOR CODE § 2870 STATUTORY NOTICE
NOTICE TO EMPLOYEE REGARDING INVENTION ASSIGNMENT
Prepared as an exhibit to the Proprietary Information & Inventions Agreement of Lumos Analytics Inc.
Date: May 29, 2024
Prepared by: Nadia Petrov, Calderwood & Harkness LLP
INTRODUCTORY NOTICE
This Exhibit B is attached to and incorporated by reference into the Proprietary Information & Inventions Agreement (the "Agreement") entered into by and between Lumos Analytics Inc., a Delaware corporation (the "Company"), and the undersigned employee (the "Employee").
In accordance with California Labor Code § 2872, the Company is hereby providing the Employee with written notification of the provisions of California Labor Code § 2870, as set forth in full below. This statutory notice is intended to inform the Employee that the invention-assignment provisions contained in the Agreement do not apply to any invention that qualifies fully under California Labor Code § 2870(a). The Company provides this notice in satisfaction of its obligations under applicable California law and as a supplement to the rights and obligations set forth in the Agreement.
The Employee should read this notice carefully and retain a copy of this Exhibit B for the Employee's personal records. Nothing in this notice is intended to expand or limit the rights and obligations of the parties as established under the Agreement or under applicable law.
CALIFORNIA LABOR CODE § 2870 — EMPLOYMENT AGREEMENTS; ASSIGNMENT OF RIGHTS
The full text of California Labor Code § 2870 is reproduced below:
§ 2870(a).
Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either:
(1) Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer; or
(2) Result from any work performed by the employee for the employer.
§ 2870(b).
To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.
CALIFORNIA LABOR CODE § 2872 — NOTICE TO EMPLOYEE; DUTY OF EMPLOYER
The full text of California Labor Code § 2872 is reproduced below:
If an employment agreement entered into after January 1, 1980, contains a provision requiring the employee to assign or offer to assign any of his or her rights in any invention to his or her employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention which qualifies fully under the provisions of Section 2870. In any suit or action arising thereunder, the burden of proof shall be on the employee claiming the benefits of its provisions.
EXPLANATORY NOTE TO EMPLOYEE
The following plain-language summary is provided for the Employee's convenience and general understanding. This summary is not intended to serve as legal advice, and it does not modify, limit, or supersede the statutory language set forth above or the terms of the Agreement. In the event of any inconsistency between this summary and the statutory text, the statutory text shall control.
The Agreement between the Employee and Lumos Analytics Inc. contains provisions requiring the assignment of certain inventions, developments, improvements, original works of authorship, and other intellectual property to the Company. These assignment provisions are an important part of the employment relationship and are designed to protect the Company's legitimate business interests in inventions and intellectual property created in connection with or related to the Company's business.
Pursuant to California Labor Code § 2872, the Company is providing this statutory notice to inform the Employee that the assignment provisions in the Agreement do not require the assignment of any invention that the Employee develops entirely on the Employee's own time, without using any Company equipment, supplies, facilities, or trade secret information, unless the invention:
(i) relates, at the time of conception or reduction to practice, to the Company's business, or to the Company's actual or demonstrably anticipated research or development; or
(ii) results from any work performed by the Employee for the Company.
If an invention meets all of the criteria for exclusion under California Labor Code § 2870(a) — that is, the invention was developed entirely on the Employee's own time, without any use of the Company's equipment, supplies, facilities, or trade secret information, and the invention does not relate to the Company's business or actual or demonstrably anticipated research or development, and the invention did not result from work performed by the Employee for the Company — then the assignment provisions of the Agreement do not apply to that invention, and the Employee retains all rights in such invention.
The Employee is encouraged to review Exhibit A (Prior Inventions Disclosure Schedule) to the Agreement to identify any pre-existing inventions, original works of authorship, developments, improvements, or trade secrets that the Employee made prior to joining the Company and that the Employee wishes to exclude from the scope of the Agreement. Proper disclosure on Exhibit A will help ensure clarity regarding ownership rights and will reduce the potential for future disputes.
If the Employee has any questions about whether a particular invention qualifies for exclusion under California Labor Code § 2870, or about the scope or application of the invention-assignment provisions contained in the Agreement, the Employee is encouraged to consult with the Employee's own legal counsel at the Employee's own expense. The Company and its counsel do not represent the Employee in connection with the Agreement, and neither the Company nor its counsel is in a position to advise the Employee regarding the Employee's personal legal rights or obligations.
The Employee should also be aware that, under California Labor Code § 2872, the burden of proof in any suit or action arising under Section 2870 shall be on the employee claiming the benefits of its provisions. Accordingly, the Employee may wish to maintain contemporaneous written records documenting the time, manner, and circumstances under which any inventions are conceived or reduced to practice outside the scope of the Employee's employment, so that the Employee may establish, if necessary, that such inventions qualify for exclusion under Section 2870(a).
ACKNOWLEDGMENT OF RECEIPT
By signing below, Employee acknowledges that Employee has received, read, and understands this statutory notice (Exhibit B) as of the date set forth below. Employee further acknowledges that Employee has been given the opportunity to review this notice, to ask questions, and to consult with Employee's own legal counsel regarding the matters described herein.
This acknowledgment does not constitute a waiver of any rights the Employee may have under California Labor Code § 2870 or any other applicable law.
EMPLOYEE
________________________________________
Employee Signature
________________________________________
Printed Name
________________________________________
Date
COMPANY — ACKNOWLEDGMENT OF DELIVERY
The undersigned authorized representative of Lumos Analytics Inc. hereby confirms that this statutory notice (Exhibit B) has been provided to the Employee identified above in accordance with California Labor Code § 2872.
LUMOS ANALYTICS INC.
By: ________
Authorized Representative Signature
________________________________________
Printed Name and Title
________________________________________
Date
This Exhibit B is an integral part of the Proprietary Information & Inventions Agreement between Lumos Analytics Inc. and the undersigned Employee, dated as of May 29, 2024. This notice has been prepared by Nadia Petrov of Calderwood & Harkness LLP on behalf of Lumos Analytics Inc. and does not constitute legal advice to the Employee.