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CONFIDENTIAL — FOR INTERNAL USE BY LUMOS ANALYTICS INC.

PROPRIETARY INFORMATION & INVENTIONS AGREEMENT

Executive Tier

Lumos Analytics Inc.

Template Version Date: May 29, 2024

Prepared by: Devon Archer (CA Bar No. 318274) Nadia Petrov (CA Bar No. 342891) Calderwood & Harkness LLP

Matter Reference: 1008-00006

PROPRIETARY INFORMATION & INVENTIONS AGREEMENT

This Proprietary Information & Inventions Agreement (this "Agreement") is entered into as of [Insert Effective Date] (the "Effective Date"), by and between:

Lumos Analytics Inc., a Delaware corporation with its principal place of business at 2200 Pacific Avenue, Suite 1400, San Francisco, CA 94115 (hereinafter referred to as the "Company"),

and

[Insert Employee Full Legal Name] (hereinafter referred to as "Employee").

The Company and Employee are each referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Company is engaged in the business of developing and providing artificial-intelligence and machine-learning predictive analytics and fraud-detection solutions to enterprise and governmental clients, and the Company's business depends upon the protection of its proprietary information, intellectual property, trade secrets, and related confidential business information;

WHEREAS, Employee is or will be employed by the Company in an executive-tier capacity at the C-suite or Vice President level, and in that capacity Employee will have access to and will develop, contribute to, and be entrusted with the Company's most sensitive and valuable Confidential Information, trade secrets, and intellectual property;

WHEREAS, as a material condition of Employee's employment or continued employment with the Company, and in consideration of the compensation, benefits, and access to Confidential Information provided to Employee in connection therewith, Employee agrees to be bound by the terms and conditions set forth in this Agreement;

WHEREAS, this Agreement supersedes any prior proprietary information agreement, invention assignment agreement, restrictive covenant agreement, or similar agreement previously entered into between Employee and the Company, whether written or oral, relating to the subject matter hereof;

WHEREAS, the Parties acknowledge and agree that this Agreement is governed by and has been designed to comply in all respects with the laws of the State of California, including, without limitation, California Business & Professions Code § 16600, California Business & Professions Code § 16600.5, California Labor Code § 432.5, and California Labor Code §§ 2870–2872; and

WHEREAS, the Parties intend that this Agreement be interpreted and enforced in a manner consistent with the public policies of the State of California, including the strong public policy favoring open competition and employee mobility.

NOW, THEREFORE, in consideration of Employee's employment or continued employment with the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties hereby agree as follows:

SECTION 1: DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Section 1 shall have the meanings ascribed to them elsewhere in this Agreement.

1.1 "Confidential Information." "Confidential Information" means all non-public information, in any form or medium (whether tangible, intangible, visual, oral, written, electronic, or otherwise), that is disclosed to, made available to, learned by, or developed by Employee in connection with Employee's employment with the Company, whether before or after the Effective Date of this Agreement. Without limiting the generality of the foregoing, Confidential Information includes the following categories of information:

(a) trade secrets, proprietary data, and know-how;

(b) algorithms, source code, object code, software architectures, and system designs;

(d) training data sets, validation data sets, test data sets, and data-labeling protocols;

(e) customer lists, customer data, customer identities, customer usage patterns, and customer contracts;

(f) financial information, revenue data, cost structures, budgets, projections, and forecasts;

(g) business strategies, strategic plans, competitive analyses, and market assessments;

(h) pricing models, pricing strategies, fee schedules, and discount structures;

(i) product roadmaps, development plans, release schedules, and feature specifications;

(j) marketing plans, go-to-market strategies, advertising materials, and brand strategies;

(k) personnel information, including compensation data, organizational charts, hiring plans, and performance evaluations;

(l) vendor and supplier information, including identities, pricing, contract terms, and capabilities;

(m) information relating to pending or threatened litigation, regulatory proceedings, or government investigations;

(n) information relating to mergers, acquisitions, divestitures, investments, or other corporate transactions; and

(o) any other information designated as confidential by the Company, whether by marking, written notice, or oral identification at the time of disclosure.

Confidential Information shall be divided into two sub-categories for purposes of determining the duration and scope of Employee's obligations hereunder:

(a) "Trade Secrets" means Confidential Information that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, other persons who can obtain economic value from its disclosure or use, and that is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, as defined under the California Uniform Trade Secrets Act, California Civil Code § 3426 et seq., and the federal Defend Trade Secrets Act, 18 U.S.C. § 1836 et seq.

(b) "Other Confidential Information" means Confidential Information that does not rise to the level of a Trade Secret as defined in subsection (a) above but is nevertheless proprietary, non-public, and of value to the Company.

Notwithstanding the foregoing, Confidential Information shall not include information that Employee can demonstrate: (i) is or becomes publicly available through no act, omission, or fault of Employee or any person acting on Employee's behalf; (ii) was already known to Employee prior to disclosure by the Company, as evidenced by contemporaneous written records in Employee's possession; (iii) is independently developed by Employee without use of, reliance on, or reference to any Confidential Information of the Company; or (iv) is lawfully received by Employee from a third party who is not under any obligation of confidentiality to the Company with respect to such information and who did not acquire such information, directly or indirectly, from the Company.

1.2 "Company Technology." "Company Technology" means all inventions, discoveries, developments, improvements, enhancements, modifications, original works of authorship, designs, formulas, algorithms, software programs, machine-learning models, data architectures, databases, data pipelines, processes, techniques, methodologies, trade secrets, and know-how, whether or not patentable or registrable under copyright or similar laws, that relate to the Company's current business, products, services, or research and development, or to the Company's reasonably anticipated future business, products, services, or research and development. Company Technology includes all intellectual property rights therein, including patents, copyrights, trade secret rights, trademark rights, and all applications, registrations, and renewals in connection therewith.

1.3 "Assigned Inventions." "Assigned Inventions" means all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, trademarks, trade secrets, and any other form of intellectual property, whether or not patentable or registrable under copyright, trademark, or similar laws, that Employee solely or jointly conceives, develops, creates, or reduces to practice during the Employment Period, and that:

(a) relate, 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;

(b) result from any work performed by Employee for the Company, whether during or outside of regular business hours; or

(c) are developed, in whole or in part, using the Company's equipment, supplies, facilities, resources, or Confidential Information (including, without limitation, Trade Secrets).

For the avoidance of doubt, the term "Assigned Inventions" is subject to the exclusion set forth in Section 4.2 of this Agreement, which incorporates the protections afforded to employees under California Labor Code § 2870.

1.4 "Prior Inventions." "Prior Inventions" means all inventions, original works of authorship, developments, improvements, discoveries, and trade secrets that: (a) were made, conceived, or first reduced to practice by Employee prior to the commencement of Employee's employment with the Company; (b) belong to Employee or in which Employee has an ownership interest; and (c) relate to the Company's current or anticipated business, products, services, or research and development. All Prior Inventions that Employee wishes to exclude from the scope of this Agreement are listed on Exhibit A (Prior Inventions Disclosure Schedule), which is attached hereto and incorporated herein by reference. If no Prior Inventions are listed on Exhibit A, or if Exhibit A is not attached, Employee represents that there are no such Prior Inventions.

1.5 "Employee." "Employee" means [Insert Employee Full Legal Name], an individual currently holding or to be appointed to the position of [Insert Title] with the Company.

1.6 "Employment Period." "Employment Period" means the period beginning on the first day of Employee's employment with the Company (or, in the case of a current employee executing this Agreement, the Effective Date of this Agreement) and ending on the date of termination of Employee's employment with the Company for any reason, whether voluntary or involuntary, with or without cause.

SECTION 2: CONFIDENTIALITY OBLIGATIONS

2.1 Non-Disclosure Obligation. Employee agrees to hold all Confidential Information in strict confidence and trust for the sole benefit of the Company. Employee shall not, directly or indirectly, disclose, publish, distribute, disseminate, or otherwise communicate any Confidential Information to any third party, including, without limitation, any competitor, customer, vendor, contractor, consultant, investor, analyst, journalist, family member, or any other person or entity, without the prior written authorization of the Company's General Counsel or Chief Executive Officer. Employee shall not use any Confidential Information for any purpose other than the faithful and diligent performance of Employee's duties and responsibilities for the Company. Employee shall take all reasonable precautions to prevent the unauthorized disclosure or use of Confidential Information, including, without limitation, complying with all of the Company's information security policies, data protection protocols, and access-control procedures as may be in effect from time to time.

2.2 Duration of Confidentiality Obligations. The duration of Employee's confidentiality obligations under this Agreement shall vary depending on the classification of the information at issue:

(a) Trade Secrets. Employee's obligations with respect to Trade Secrets, as defined in Section 1.1(a), shall continue for so long as such information constitutes a trade secret under applicable law. For the avoidance of doubt, Employee's obligations with respect to Trade Secrets shall survive the termination of Employee's employment with the Company indefinitely, so long as the information in question retains its trade secret status under the California Uniform Trade Secrets Act (Cal. Civ. Code § 3426 et seq.), the federal Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.), or any other applicable trade secret law.

(b) Other Confidential Information. Employee's obligations with respect to Other Confidential Information, as defined in Section 1.1(b), shall survive the termination of Employee's employment with the Company for a period of three (3) years following the date of Employee's separation from the Company, regardless of the reason for such separation.

2.3 Permitted Disclosures. Notwithstanding the obligations set forth in Section 2.1, Employee may disclose Confidential Information under the following circumstances:

(a) Legally Compelled Disclosures. Employee may disclose Confidential Information to the extent required by applicable law, regulation, subpoena, civil investigative demand, or order of a court or governmental agency of competent jurisdiction; provided, however, that Employee shall (to the extent legally permitted) give the Company prompt written notice of such requirement prior to making any disclosure, so that the Company may seek a protective order, confidential treatment, or other appropriate remedy. Employee shall cooperate with the Company, at the Company's expense, in the Company's efforts to obtain such protective relief. If such protective order or other remedy is not obtained, Employee shall disclose only that portion of the Confidential Information that is legally required to be disclosed, and shall use commercially reasonable efforts to ensure that confidential treatment is accorded to such information.

(b) Disclosures to Personal Legal Counsel. Employee may disclose Confidential Information in confidence to Employee's personal legal counsel for the sole purpose of obtaining legal advice regarding Employee's rights and obligations under this Agreement or applicable law, provided that such counsel agrees to maintain the confidentiality of such information.

(c) Whistleblower Protections. Employee may make disclosures that are protected under the whistleblower immunity provisions set forth in Section 8 of this Agreement, under applicable federal or state whistleblower protection laws, or in connection with the filing of a charge, complaint, or communication with any governmental agency, including, without limitation, the U.S. Securities and Exchange Commission, the U.S. Equal Employment Opportunity Commission, the California Department of Fair Employment and Housing, or the U.S. Department of Labor.

2.4 Return of Materials. Upon the termination of Employee's employment with the Company for any reason, or at any time upon the Company's written request, Employee shall immediately:

(a) return to the Company all documents, files, records, reports, memoranda, notebooks, drawings, plans, specifications, prototypes, samples, devices, equipment, laptops, mobile phones, tablets, USB drives, external hard drives, access cards, keys, and any other materials of any kind and in any medium (whether physical or electronic) that contain, reflect, embody, or relate to Confidential Information, Company Technology, or any other property of the Company, regardless of whether such materials were prepared by Employee or by others;

(b) permanently delete and destroy all electronic copies, reproductions, excerpts, notes, summaries, and derivatives of Confidential Information stored on Employee's personal devices, personal email accounts, personal cloud storage services (including, without limitation, Larkspur Technologies, Hollowell Health IT, Meridian Systems, Cobalt Ridge Systems, or similar services), personal servers, or any other non-Company systems or platforms; and

(c) upon the Company's request, provide to the Company a written certification, signed by Employee, confirming that Employee has complied in full with the obligations set forth in this Section 2.4 and that Employee has not retained any copies of Confidential Information in any form or medium.

2.5 Third-Party Confidential Information. Employee acknowledges and agrees that Employee shall not disclose to the Company, or use in the course of Employee's employment with the Company, any confidential, proprietary, or trade secret information belonging to any former employer, prior client, or any other third party, except to the extent that such disclosure or use has been expressly authorized in writing by such third party and a copy of such authorization has been provided to the Company's General Counsel. Employee further represents and warrants that Employee's performance of Employee's duties and responsibilities for the Company will not require the use or disclosure of any confidential or proprietary information belonging to any third party. Employee understands that the Company does not wish to receive, and expressly disclaims any interest in receiving, any such third-party confidential information.

SECTION 3: RESTRICTIVE COVENANT ACKNOWLEDGMENTS

3.1 No Non-Compete. The Parties acknowledge and agree that this Agreement does not contain, and shall not be construed to contain, any post-employment non-competition restrictive covenant or any provision that would restrain Employee from engaging in any lawful profession, trade, or business of any kind following the termination of Employee's employment with the Company. The Company expressly acknowledges that post-employment non-competition agreements are void and unenforceable under California Business & Professions Code § 16600, which provides that "every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind is to that extent void." This acknowledgment is further informed by the enactment of SB 699 (codified at Cal. Bus. & Prof. Code § 16600.5, effective January 1, 2024), which confirms that any contract that is void under Section 16600 is unenforceable regardless of where and when the contract was signed, and AB 1076 (codified at Cal. Labor Code § 432.5, effective January 1, 2024), which prohibits an employer from entering into or attempting to enforce a noncompete agreement that is void under Section 16600. The Company confirms that it will not attempt to enforce, threaten to enforce, or seek to impose any restrictive covenant purporting to restrain Employee from engaging in a lawful profession, trade, or business of any kind following the termination of Employee's employment.

3.2 No Customer Non-Solicitation. The Parties further acknowledge and agree that this Agreement does not contain, and shall not be construed to contain, any post-employment customer non-solicitation provision. The Company acknowledges that California case law, including the California Supreme Court's decision in Edwards v. Kraft Quill CPAs LLP, 44 Cal. 4th 937 (2008), and subsequent appellate authority, has significantly limited the enforceability of post-employment customer non-solicitation provisions under California Business & Professions Code § 16600. Accordingly, this Agreement does not purport to restrict Employee from soliciting, contacting, or doing business with any customers, clients, or prospective customers of the Company following the termination of Employee's employment.

3.3 Scope of Restrictions. Nothing in this Agreement shall be construed as a restrictive covenant that restrains Employee's ability to engage in any lawful employment, business, or profession following the termination of Employee's employment with the Company. The obligations imposed upon Employee by this Agreement are limited to: (a) the protection of the Company's Confidential Information and Trade Secrets, as set forth in Section 2; (b) the assignment of intellectual property rights in Assigned Inventions, as set forth in Section 4; and (c) certain during-employment obligations regarding the non-solicitation of Company personnel, as set forth in Section 6. These obligations are intended to protect the Company's legitimate business interests in its proprietary information and intellectual property, and are not intended to, and shall not be interpreted to, restrict Employee's right to pursue any lawful livelihood following separation from the Company, as such right is protected under California law.

SECTION 4: INVENTION ASSIGNMENT

4.1 Assignment of Assigned Inventions. Employee hereby irrevocably assigns, transfers, and conveys to the Company, and agrees to assign, transfer, and convey to the Company, all of Employee's right, title, and interest in and to all Assigned Inventions, as defined in Section 1.3. This assignment includes, without limitation, all worldwide rights in and to any and all patents, patent applications, copyrights, copyright registrations, trade secret rights, trademark rights, mask work rights, moral rights (to the extent waivable), and all other intellectual property rights of any kind or nature whatsoever, in any and all Assigned Inventions. Employee agrees to assist the Company, and the Company's designees, at the Company's sole expense, in every proper way to secure, perfect, register, and enforce the Company's rights in any Assigned Inventions and any intellectual property rights therein, in any and all countries, including, without limitation, by executing patent applications, copyright registration applications, trademark applications, assignments, declarations, oaths, affidavits, powers of attorney, and any other documents and instruments that the Company may reasonably request in connection with the prosecution, registration, maintenance, enforcement, or defense of such rights.

4.2 California Labor Code § 2870 Exclusion. Notwithstanding Section 4.1 above, this Agreement does not require Employee to assign to the Company any invention that qualifies fully under the provisions of California Labor Code § 2870. Specifically, this Agreement does not apply to any invention that Employee develops entirely on Employee's own time without using the Company'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 Company's business, or to the Company's actual or demonstrably anticipated research or development; or (2) result from any work performed by Employee for the Company. Employee is referred to Exhibit B, which is attached hereto and incorporated herein by reference, and which contains the full text of California Labor Code §§ 2870 and 2872. Employee acknowledges that Employee has received and reviewed the statutory notice contained in Exhibit B, as required by California Labor Code § 2872. If Employee believes that a particular invention qualifies for exclusion under California Labor Code § 2870, Employee shall promptly disclose such invention to the Company in writing, providing sufficient detail to permit the Company to make a determination regarding ownership. The Company shall make such determination in good faith and shall notify Employee of its conclusion in writing within thirty (30) days of receipt of Employee's disclosure.

4.3 Prior Inventions. Employee has listed on Exhibit A (Prior Inventions Disclosure Schedule), attached hereto and incorporated herein by reference, all Prior Inventions, as defined in Section 1.4, that Employee wishes to exclude from the scope of the invention-assignment provisions of this Agreement. If Exhibit A is not attached to this Agreement, or if Exhibit A indicates "No Prior Inventions," Employee represents and warrants that there are no Prior Inventions to disclose, and that Employee has no rights in any inventions, works of authorship, developments, improvements, or trade secrets that relate to the Company's current or anticipated business, products, services, or research and development. If, in the course of Employee's employment with the Company, Employee uses or incorporates (or permits the use or incorporation of) any Prior Invention in any Company product, process, machine, service, technology, or other work, Employee hereby grants to the Company a non-exclusive, royalty-free, fully paid-up, irrevocable, perpetual, transferable, sublicensable (through multiple tiers), worldwide license under all of Employee's intellectual property rights in such Prior Invention to make, have made, use, import, export, offer to sell, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, sublicense, and otherwise exploit such Prior Invention, in whole or in part, as part of or in connection with such Company product, process, machine, service, technology, or other work, and to practice any method related thereto.

4.4 Moral Rights Waiver. To the fullest extent permitted by applicable law, Employee hereby irrevocably waives and agrees not to assert any and all moral rights that Employee may have in any Assigned Inventions, including, without limitation, any rights of attribution, integrity, disclosure, withdrawal, and any other rights that may be known as or referred to as "moral rights," "artist's rights," "droit moral," or the like, under any applicable law of any jurisdiction. To the extent that any moral rights cannot be waived under applicable law, Employee agrees not to assert such rights against the Company or its successors, assigns, or licensees.

4.5 Works Made for Hire. Employee acknowledges and agrees that all original works of authorship created by Employee, solely or jointly with others, within the scope of Employee's employment with the Company, including, without limitation, all software, documentation, reports, analyses, presentations, designs, and other written or graphic materials, are "works made for hire" as that term is defined in Section 101 of the United States Copyright Act, 17 U.S.C. § 101, and that the Company is and shall be deemed the sole author and owner of such works and of all copyrights therein. To the extent that any such work does not qualify as a "work made for hire" under applicable law, Employee hereby assigns, transfers, and conveys to the Company all right, title, and interest in and to such work, including all copyrights, copyright registrations, and copyright applications therein, and all renewals and extensions thereof.

4.6 Power of Attorney. Employee hereby irrevocably designates and appoints the Company, and the Company's duly authorized officers, employees, and agents, as Employee's agent and attorney-in-fact, coupled with an interest, for the limited purpose of acting for and on behalf of Employee to execute, verify, acknowledge, deliver, and file any documents, and to take any other actions, that may be necessary or desirable to perfect, register, maintain, enforce, or defend the Company's rights in any Assigned Inventions and any intellectual property rights therein, including, without limitation, patent applications, copyright registration applications, trademark applications, assignments, and related filings, in any and all jurisdictions worldwide. This power of attorney shall be exercised by the Company solely in the event that Employee is unavailable, unable, or unwilling to execute such documents or take such actions after the Company has made reasonable efforts to obtain Employee's cooperation, and only to the extent necessary to give effect to the assignments and obligations set forth in this Section 4.

4.7 Records. Employee agrees to maintain complete, accurate, and contemporaneous written records of all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, and other intellectual property made, conceived, developed, or reduced to practice by Employee, solely or jointly with others, during the Employment Period. Such records shall be maintained in accordance with the Company's policies and procedures and shall be available to and remain the sole property of the Company. Employee shall promptly disclose all such inventions and works to the Company's General Counsel or to such other person as the Company may designate, in sufficient detail to permit the Company to evaluate the nature and scope of such inventions and works and to determine the Company's rights therein under this Agreement.

SECTION 5: COMPANY PROPERTY

5.1 Ownership. All documents, files, records, reports, memoranda, notebooks, correspondence, drawings, designs, specifications, data, databases, software, devices, equipment, tools, prototypes, samples, models, and any other materials of any kind and in any medium (whether physical or electronic) that are furnished to Employee by the Company, or that are created, developed, compiled, or assembled by Employee, solely or jointly with others, in the course of Employee's employment with the Company, are and shall remain the sole and exclusive property of the Company. Employee shall have no ownership interest in any such materials, and Employee shall not remove any such materials from the Company's premises or systems except as reasonably necessary for the performance of Employee's duties and in accordance with the Company's applicable policies.

5.2 Return Upon Termination. Employee's obligations regarding the return of Company property upon the termination of employment are set forth in Section 2.4 of this Agreement, which is incorporated herein by reference. Employee acknowledges that the obligations in Section 2.4 apply to all Company property described in Section 5.1, regardless of whether such property contains Confidential Information.

SECTION 6: NON-SOLICITATION OF EMPLOYEES

6.1 During-Employment Restriction. During the Employment Period, Employee shall not, directly or indirectly, whether on Employee's own behalf or on behalf of any other person, firm, corporation, partnership, or other entity: (a) solicit, recruit, encourage, entice, or induce any employee or independent contractor of the Company to terminate, resign from, or otherwise cease his or her employment or engagement with the Company; or (b) hire, engage, or retain, or assist any other person or entity in hiring, engaging, or retaining, any employee or independent contractor of the Company, or any person who was an employee or independent contractor of the Company within the preceding six (6) months, without the prior written consent of the Company's Chief Executive Officer or General Counsel.

6.2 Post-Employment Limitation. The Parties acknowledge that the enforceability of post-employment employee non-solicitation provisions in California is subject to evolving judicial interpretation. The California Supreme Court's decision in Edwards v. Kraft Quill CPAs LLP, 44 Cal. 4th 937 (2008), and subsequent appellate decisions, have cast doubt on the enforceability of certain post-employment restrictive covenants, including employee non-solicitation provisions, under California Business & Professions Code § 16600. Accordingly, this Agreement does not impose any post-employment employee non-solicitation obligation on Employee beyond the protections otherwise available to the Company under applicable trade secret law and the confidentiality provisions of this Agreement. To the extent that any court of competent jurisdiction determines that any provision of this Section 6 constitutes an unenforceable restraint on Employee's ability to engage in a lawful profession, trade, or business, such provision shall be deemed automatically severed from this Agreement, and the remaining provisions of this Agreement shall continue in full force and effect, without modification. If applicable under future developments in California law, any post-employment employee non-solicitation obligation arising under this Agreement shall be limited in scope, duration, and geographic area to the minimum extent that is enforceable under such law.

SECTION 7: AT-WILL EMPLOYMENT

Nothing in this Agreement shall be construed to create a contract of employment between the Company and Employee for any specified period of time or to limit in any way the right of either Party to terminate the employment relationship. Employee's employment with the Company is and shall remain "at-will," which means that either the Company or Employee may terminate the employment relationship at any time, for any reason or for no reason, with or without cause, and with or without advance notice, subject only to such notice or other requirements as may be imposed by applicable law. No officer, director, employee, agent, or representative of the Company has any authority to enter into any agreement with Employee that alters the at-will nature of Employee's employment, unless such agreement is in writing and signed by the Company's Chief Executive Officer or an authorized member of the Company's Board of Directors. This Agreement does not guarantee Employee any particular position, compensation, duties, benefits, or terms of employment.

SECTION 8: DEFEND TRADE SECRETS ACT — WHISTLEBLOWER IMMUNITY NOTICE

Pursuant to 18 U.S.C. § 1833(b), Employee is hereby provided with the following notice of immunity under the Defend Trade Secrets Act of 2016:

IMMUNITY FROM LIABILITY FOR CONFIDENTIAL DISCLOSURE OF A TRADE SECRET TO THE GOVERNMENT OR IN A COURT FILING. (1) 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 — (A) is made — (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. (2) An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual — (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

Employee acknowledges that Employee has received and reviewed this notice of whistleblower immunity under the Defend Trade Secrets Act. Nothing in this Agreement is intended to conflict with, limit, or otherwise restrict Employee's rights under the Defend Trade Secrets Act, any applicable whistleblower protection statute, or any other applicable law. For the avoidance of doubt, nothing in this Agreement prohibits or restricts Employee from communicating with, filing a charge or complaint with, providing documents or information to, or cooperating with any governmental agency, including, without limitation, the U.S. Securities and Exchange Commission, the U.S. Department of Justice, the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, or the California Labor Commissioner, regarding any suspected violation of applicable law.

SECTION 9: REPRESENTATIONS AND WARRANTIES

9.1 Employee Representations. Employee represents and warrants to the Company as follows:

(a) Employee is not a party to, and is not bound by, any employment agreement, consulting agreement, non-competition agreement, non-solicitation agreement, confidentiality agreement, invention assignment agreement, or any other agreement, obligation, or understanding with any former employer, client, or third party that would prevent, restrict, or impair Employee's ability to perform Employee's duties and responsibilities for the Company or to comply with the terms of this Agreement.

(b) Employee has not brought to the Company, and will not bring to the Company or use in the course of Employee's employment with the Company, any confidential or proprietary information, trade secrets, documents, materials, or other property belonging to any former employer, prior client, or any other third party, except as has been expressly authorized in writing by such third party and disclosed to the Company's General Counsel.

(c) Employee has disclosed on Exhibit A all Prior Inventions (as defined in Section 1.4) that Employee wishes to exclude from the scope of the invention-assignment provisions of this Agreement. Employee acknowledges that any failure to disclose a Prior Invention on Exhibit A may result in the Company's assumption that such invention is an Assigned Invention under this Agreement.

(d) Employee has received, reviewed, and understands Exhibit B (California Labor Code § 2870 Statutory Notice), and Employee understands the scope and effect of the invention-assignment provisions set forth in Section 4 of this Agreement, including the exclusion provided by California Labor Code § 2870.

9.2 Company Representations. The Company represents and warrants to Employee that the Company will comply with California Labor Code §§ 2870–2872 in the administration and enforcement of the invention-assignment provisions of this Agreement, including by providing Employee with the written statutory notice set forth in Exhibit B and by not requiring Employee to assign any invention that is excluded from the assignment obligation under California Labor Code § 2870.

SECTION 10: REMEDIES

10.1 Equitable Relief. Employee acknowledges and agrees that: (a) the Confidential Information and intellectual property of the Company are among the Company's most valuable assets; (b) Employee's position with the Company affords Employee access to and knowledge of the Company's most sensitive Confidential Information and Trade Secrets; (c) any breach or threatened breach by Employee of the confidentiality obligations set forth in Section 2, or the invention-assignment obligations set forth in Section 4, would cause the Company immediate and irreparable harm for which monetary damages would be an inadequate remedy; and (d) the injury to the Company from any such breach or threatened breach would be difficult or impossible to measure or calculate with precision. Accordingly, in addition to any other remedies available to the Company at law or in equity (including monetary damages), the Company shall be entitled to seek temporary restraining orders, preliminary and permanent injunctive relief, specific performance, and any other equitable remedies that may be appropriate to enforce the provisions of this Agreement, without the necessity of proving actual damages and without the obligation to post any bond or other security, to the fullest extent permitted by applicable law. The rights and remedies set forth in this Section 10.1 are cumulative and shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under this Agreement, at law, or in equity.

10.2 Indemnification. Employee agrees to indemnify, defend, and hold harmless the Company, and the Company's directors, officers, employees, agents, successors, and assigns, from and against any and all losses, liabilities, claims, demands, damages, costs, and expenses (including, without limitation, reasonable attorneys' fees, expert witness fees, and costs of litigation or arbitration) arising out of, resulting from, or relating to any breach or alleged breach by Employee of any provision of this Agreement, including, without limitation, any misappropriation or unauthorized disclosure of Confidential Information, any failure to assign Assigned Inventions as required by this Agreement, or any breach of Employee's representations and warranties set forth in Section 9.

SECTION 11: GENERAL PROVISIONS

11.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the substantive and procedural laws of the State of California, without giving effect to any choice-of-law or conflict-of-laws rules or principles that would cause the application of the laws of any other jurisdiction. The Parties acknowledge that this Agreement has been drafted with the intent to comply in all respects with the laws and public policies of the State of California.

11.2 Forum Selection. Any legal action, suit, or proceeding arising out of, relating to, or in connection with this Agreement, or any breach or alleged breach hereof, 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 submits to the exclusive personal jurisdiction of such courts for the purposes of any such action, suit, or proceeding. Each Party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue in any such court, and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.

11.3 Severability. If any provision of this Agreement (or any portion thereof) is found by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable under applicable law, including, without limitation, any restrictive covenant provision, such provision (or portion thereof) shall be modified, to the minimum extent necessary, to make it valid, legal, and enforceable while preserving the original intent of the Parties, or, if such modification is not possible, such provision (or portion thereof) shall be severed from this Agreement, and the remaining provisions of this Agreement shall continue in full force and effect and shall be binding upon the Parties. The invalidity, illegality, or unenforceability of any provision of this Agreement in any particular jurisdiction shall not affect the validity, legality, or enforceability of such provision in any other jurisdiction.

11.4 Entire Agreement. This Agreement, together with Exhibit A (Prior Inventions Disclosure Schedule) and Exhibit B (California Labor Code § 2870 Statutory Notice), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, warranties, and communications, whether written or oral, between the Parties relating to the subject matter hereof, including, without limitation, any prior proprietary information agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, or other restrictive covenant agreement previously entered into between Employee and the Company. In the event of any conflict between the terms of this Agreement and the terms of any other agreement between the Parties, the terms of this Agreement shall control with respect to the subject matter hereof.

11.5 Amendment. This Agreement may not be amended, modified, supplemented, or waived except by a written instrument duly executed by both Parties. No oral modification of this Agreement shall be effective for any purpose. No course of dealing between the Parties shall be deemed to constitute an amendment or modification of this Agreement.

11.6 Waiver. The failure of either Party to enforce any provision of this Agreement at any time, or the failure to require at any time the performance by the other Party of any provision of this Agreement, shall in no way be construed as a waiver of such provision or a waiver of the right to enforce such provision at a later time. A waiver by either Party of any breach of this Agreement shall not be construed as a waiver of any subsequent breach of the same or any other provision. No waiver shall be effective unless it is set forth in writing and signed by the waiving Party.

11.7 Assignment. The Company may freely assign this Agreement, and all of its rights and obligations hereunder, to any successor in interest to the Company, whether by merger, consolidation, acquisition of all or substantially all of the Company's assets or equity, reorganization, or otherwise, without the prior consent of Employee. Upon any such assignment, the rights and obligations of the Company under this Agreement shall inure to the benefit of, and be binding upon, such successor in interest. Employee may not assign, delegate, or transfer this Agreement, or any of Employee's rights or obligations hereunder, without the prior written consent of the Company, and any attempted assignment or delegation without such consent shall be null and void.

11.8 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given: (a) upon personal delivery; (b) one (1) business day after deposit with a nationally recognized overnight courier service (with confirmation of delivery); (c) three (3) business days after deposit in the United States mail, by certified or registered mail, return receipt requested, postage prepaid; or (d) upon transmission by electronic mail (with confirmation of receipt), in each case addressed as follows:

If to the Company:

Lumos Analytics Inc.

Attn: General Counsel

2200 Pacific Avenue, Suite 1400 San Francisco, CA 94115

Email: generalcounsel@lumosanalytics.com

If to Employee:

[Insert Employee Full Legal Name] [Insert Employee Address] [Insert Employee Email Address]

Either Party may change its address for notice purposes by providing written notice to the other Party in accordance with this Section 11.8.

11.9 Survival. The obligations set forth in the following Sections of this Agreement shall survive the termination of Employee's employment with the Company and the termination or expiration of this Agreement, in each case subject to the time limitations expressly set forth herein: Section 2 (Confidentiality Obligations), Section 3 (Restrictive Covenant Acknowledgments), Section 4 (Invention Assignment), Section 5 (Company Property), Section 8 (Defend Trade Secrets Act — Whistleblower Immunity Notice), Section 9 (Representations and Warranties), Section 10 (Remedies), and this Section 11 (General Provisions). The survival of such provisions shall not be affected by the reason for the termination of Employee's employment, whether voluntary or involuntary, with or without cause.

11.10 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution of this Agreement may be effected by means of electronic signatures (including, without limitation, signatures transmitted by facsimile, PDF, or through electronic signature platforms such as Brightwater Software or Ashford Health IT), and such electronic signatures shall be deemed original signatures for all purposes and shall have the same legal force and effect as original ink signatures. A signed copy of this Agreement delivered by electronic means shall be deemed to have the same legal effect as delivery of an original signed copy.

11.11 Advice of Counsel. Employee acknowledges that Employee has been given a reasonable and adequate opportunity to review this Agreement in its entirety and to consult with an attorney of Employee's own choosing before signing this Agreement. Employee further acknowledges that Employee has read this Agreement, understands all of its terms and conditions, and is entering into this Agreement freely, voluntarily, and without duress or coercion. Employee acknowledges that Employee has not relied on any representations or statements made by the Company or its representatives that are not set forth in this Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have executed this Proprietary Information & Inventions Agreement as of the Effective Date first written above.

LUMOS ANALYTICS INC.

By: ________

Name: [Insert Authorized Signatory Name]

Title: [Insert Title]

Date: ________

EMPLOYEE

Signature: ________

Print Name: [Insert Employee Full Legal Name]

Title: [Insert Title]

Date: ________

EXHIBIT A

PRIOR INVENTIONS DISCLOSURE SCHEDULE

This Exhibit A is attached to and incorporated by reference into the Proprietary Information & Inventions Agreement (the "Agreement") dated [Insert Date], by and between Lumos Analytics Inc. (the "Company") and [Insert Employee Full Legal Name] ("Employee").

Instructions: In accordance with Section 4.3 of the Agreement, Employee is required to list below all Prior Inventions (as defined in Section 1.4 of the Agreement) — including all inventions, original works of authorship, developments, improvements, and trade secrets — that were made by Employee prior to Employee's employment with the Company and that Employee wishes to exclude from the scope of the invention-assignment provisions of the Agreement. For each item listed below, Employee should provide a brief description of the invention, the approximate date of invention or creation, any applicable patent or patent application number, and any other identifying information. If Employee has no Prior Inventions to disclose, Employee should check the box below indicating "No Prior Inventions."

(Attach additional pages if necessary.)

No Prior Inventions — I have no Prior Inventions to disclose. I represent that there are no inventions, original works of authorship, developments, improvements, or trade secrets made by me prior to my employment with the Company that relate to the Company's current or anticipated business, products, services, or research and development.

EMPLOYEE ACKNOWLEDGMENT

Signature: ________

Print Name: [Insert Employee Full Legal Name]

Date: ________

EXHIBIT B

CALIFORNIA LABOR CODE § 2870 STATUTORY NOTICE

This Exhibit B is attached to and incorporated by reference into the Proprietary Information & Inventions Agreement (the "Agreement") by and between Lumos Analytics Inc. (the "Company") and Employee.

In accordance with California Labor Code § 2872, the Company hereby provides notice to Employee of the provisions of California Labor Code § 2870. The full text of Sections 2870 and 2872 of the California Labor Code is reproduced below.

CALIFORNIA LABOR CODE § 2870 Employment agreements; assignment of rights

(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.

(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

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, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention that 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.

EMPLOYEE ACKNOWLEDGMENT

By signing the Proprietary Information & Inventions Agreement to which this Exhibit B is attached, Employee acknowledges that Employee has received this statutory notice, has read and understands the provisions of California Labor Code §§ 2870 and 2872 set forth above, and understands how these provisions relate to the invention-assignment obligations set forth in Section 4 of the Agreement.

— End of Proprietary Information & Inventions Agreement (Executive Tier) —

Template prepared by Calderwood & Harkness LLP for Lumos Analytics Inc.	Matter No. 1008-00006
No.	Title / Brief Description	Date of Invention / Creation	Patent / Application No. (if applicable)	Identifying Number or Additional Information

CONFIDENTIAL — FOR INTERNAL USE BY LUMOS ANALYTICS INC.
PROPRIETARY INFORMATION & INVENTIONS AGREEMENT
Executive Tier
Lumos Analytics Inc.
Template Version Date: May 29, 2024
Prepared by: Devon Archer (CA Bar No. 318274) Nadia Petrov (CA Bar No. 342891) Calderwood & Harkness LLP
Matter Reference: 1008-00006
PROPRIETARY INFORMATION & INVENTIONS AGREEMENT
This Proprietary Information & Inventions Agreement (this "Agreement") is entered into as of [Insert Effective Date] (the "Effective Date"), by and between:
Lumos Analytics Inc., a Delaware corporation with its principal place of business at 2200 Pacific Avenue, Suite 1400, San Francisco, CA 94115 (hereinafter referred to as the "Company"),
and
[Insert Employee Full Legal Name] (hereinafter referred to as "Employee").
The Company and Employee are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Company is engaged in the business of developing and providing artificial-intelligence and machine-learning predictive analytics and fraud-detection solutions to enterprise and governmental clients, and the Company's business depends upon the protection of its proprietary information, intellectual property, trade secrets, and related confidential business information;
WHEREAS, Employee is or will be employed by the Company in an executive-tier capacity at the C-suite or Vice President level, and in that capacity Employee will have access to and will develop, contribute to, and be entrusted with the Company's most sensitive and valuable Confidential Information, trade secrets, and intellectual property;
WHEREAS, as a material condition of Employee's employment or continued employment with the Company, and in consideration of the compensation, benefits, and access to Confidential Information provided to Employee in connection therewith, Employee agrees to be bound by the terms and conditions set forth in this Agreement;
WHEREAS, this Agreement supersedes any prior proprietary information agreement, invention assignment agreement, restrictive covenant agreement, or similar agreement previously entered into between Employee and the Company, whether written or oral, relating to the subject matter hereof;
WHEREAS, the Parties acknowledge and agree that this Agreement is governed by and has been designed to comply in all respects with the laws of the State of California, including, without limitation, California Business & Professions Code § 16600, California Business & Professions Code § 16600.5, California Labor Code § 432.5, and California Labor Code §§ 2870–2872; and
WHEREAS, the Parties intend that this Agreement be interpreted and enforced in a manner consistent with the public policies of the State of California, including the strong public policy favoring open competition and employee mobility.
NOW, THEREFORE, in consideration of Employee's employment or continued employment with the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties hereby agree as follows:
SECTION 1: DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Section 1 shall have the meanings ascribed to them elsewhere in this Agreement.
1.1 "Confidential Information." "Confidential Information" means all non-public information, in any form or medium (whether tangible, intangible, visual, oral, written, electronic, or otherwise), that is disclosed to, made available to, learned by, or developed by Employee in connection with Employee's employment with the Company, whether before or after the Effective Date of this Agreement. Without limiting the generality of the foregoing, Confidential Information includes the following categories of information:
(a) trade secrets, proprietary data, and know-how;
(b) algorithms, source code, object code, software architectures, and system designs;
(c) machine-learning models, neural network architectures, model weights, hyperparameters, and training methodologies;
(d) training data sets, validation data sets, test data sets, and data-labeling protocols;
(e) customer lists, customer data, customer identities, customer usage patterns, and customer contracts;
(f) financial information, revenue data, cost structures, budgets, projections, and forecasts;
(g) business strategies, strategic plans, competitive analyses, and market assessments;
(h) pricing models, pricing strategies, fee schedules, and discount structures;
(i) product roadmaps, development plans, release schedules, and feature specifications;
(j) marketing plans, go-to-market strategies, advertising materials, and brand strategies;
(k) personnel information, including compensation data, organizational charts, hiring plans, and performance evaluations;
(l) vendor and supplier information, including identities, pricing, contract terms, and capabilities;
(m) information relating to pending or threatened litigation, regulatory proceedings, or government investigations;
(n) information relating to mergers, acquisitions, divestitures, investments, or other corporate transactions; and
(o) any other information designated as confidential by the Company, whether by marking, written notice, or oral identification at the time of disclosure.
Confidential Information shall be divided into two sub-categories for purposes of determining the duration and scope of Employee's obligations hereunder:
(a) "Trade Secrets" means Confidential Information that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, other persons who can obtain economic value from its disclosure or use, and that is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, as defined under the California Uniform Trade Secrets Act, California Civil Code § 3426 et seq., and the federal Defend Trade Secrets Act, 18 U.S.C. § 1836 et seq.
(b) "Other Confidential Information" means Confidential Information that does not rise to the level of a Trade Secret as defined in subsection (a) above but is nevertheless proprietary, non-public, and of value to the Company.
Notwithstanding the foregoing, Confidential Information shall not include information that Employee can demonstrate: (i) is or becomes publicly available through no act, omission, or fault of Employee or any person acting on Employee's behalf; (ii) was already known to Employee prior to disclosure by the Company, as evidenced by contemporaneous written records in Employee's possession; (iii) is independently developed by Employee without use of, reliance on, or reference to any Confidential Information of the Company; or (iv) is lawfully received by Employee from a third party who is not under any obligation of confidentiality to the Company with respect to such information and who did not acquire such information, directly or indirectly, from the Company.
1.2 "Company Technology." "Company Technology" means all inventions, discoveries, developments, improvements, enhancements, modifications, original works of authorship, designs, formulas, algorithms, software programs, machine-learning models, data architectures, databases, data pipelines, processes, techniques, methodologies, trade secrets, and know-how, whether or not patentable or registrable under copyright or similar laws, that relate to the Company's current business, products, services, or research and development, or to the Company's reasonably anticipated future business, products, services, or research and development. Company Technology includes all intellectual property rights therein, including patents, copyrights, trade secret rights, trademark rights, and all applications, registrations, and renewals in connection therewith.
1.3 "Assigned Inventions." "Assigned Inventions" means all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, trademarks, trade secrets, and any other form of intellectual property, whether or not patentable or registrable under copyright, trademark, or similar laws, that Employee solely or jointly conceives, develops, creates, or reduces to practice during the Employment Period, and that:
(a) relate, 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;
(b) result from any work performed by Employee for the Company, whether during or outside of regular business hours; or
(c) are developed, in whole or in part, using the Company's equipment, supplies, facilities, resources, or Confidential Information (including, without limitation, Trade Secrets).
For the avoidance of doubt, the term "Assigned Inventions" is subject to the exclusion set forth in Section 4.2 of this Agreement, which incorporates the protections afforded to employees under California Labor Code § 2870.
1.4 "Prior Inventions." "Prior Inventions" means all inventions, original works of authorship, developments, improvements, discoveries, and trade secrets that: (a) were made, conceived, or first reduced to practice by Employee prior to the commencement of Employee's employment with the Company; (b) belong to Employee or in which Employee has an ownership interest; and (c) relate to the Company's current or anticipated business, products, services, or research and development. All Prior Inventions that Employee wishes to exclude from the scope of this Agreement are listed on Exhibit A (Prior Inventions Disclosure Schedule), which is attached hereto and incorporated herein by reference. If no Prior Inventions are listed on Exhibit A, or if Exhibit A is not attached, Employee represents that there are no such Prior Inventions.
1.5 "Employee." "Employee" means [Insert Employee Full Legal Name], an individual currently holding or to be appointed to the position of [Insert Title] with the Company.
1.6 "Employment Period." "Employment Period" means the period beginning on the first day of Employee's employment with the Company (or, in the case of a current employee executing this Agreement, the Effective Date of this Agreement) and ending on the date of termination of Employee's employment with the Company for any reason, whether voluntary or involuntary, with or without cause.
SECTION 2: CONFIDENTIALITY OBLIGATIONS
2.1 Non-Disclosure Obligation. Employee agrees to hold all Confidential Information in strict confidence and trust for the sole benefit of the Company. Employee shall not, directly or indirectly, disclose, publish, distribute, disseminate, or otherwise communicate any Confidential Information to any third party, including, without limitation, any competitor, customer, vendor, contractor, consultant, investor, analyst, journalist, family member, or any other person or entity, without the prior written authorization of the Company's General Counsel or Chief Executive Officer. Employee shall not use any Confidential Information for any purpose other than the faithful and diligent performance of Employee's duties and responsibilities for the Company. Employee shall take all reasonable precautions to prevent the unauthorized disclosure or use of Confidential Information, including, without limitation, complying with all of the Company's information security policies, data protection protocols, and access-control procedures as may be in effect from time to time.
2.2 Duration of Confidentiality Obligations. The duration of Employee's confidentiality obligations under this Agreement shall vary depending on the classification of the information at issue:
(a) Trade Secrets. Employee's obligations with respect to Trade Secrets, as defined in Section 1.1(a), shall continue for so long as such information constitutes a trade secret under applicable law. For the avoidance of doubt, Employee's obligations with respect to Trade Secrets shall survive the termination of Employee's employment with the Company indefinitely, so long as the information in question retains its trade secret status under the California Uniform Trade Secrets Act (Cal. Civ. Code § 3426 et seq.), the federal Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.), or any other applicable trade secret law.
(b) Other Confidential Information. Employee's obligations with respect to Other Confidential Information, as defined in Section 1.1(b), shall survive the termination of Employee's employment with the Company for a period of three (3) years following the date of Employee's separation from the Company, regardless of the reason for such separation.
2.3 Permitted Disclosures. Notwithstanding the obligations set forth in Section 2.1, Employee may disclose Confidential Information under the following circumstances:
(a) Legally Compelled Disclosures. Employee may disclose Confidential Information to the extent required by applicable law, regulation, subpoena, civil investigative demand, or order of a court or governmental agency of competent jurisdiction; provided, however, that Employee shall (to the extent legally permitted) give the Company prompt written notice of such requirement prior to making any disclosure, so that the Company may seek a protective order, confidential treatment, or other appropriate remedy. Employee shall cooperate with the Company, at the Company's expense, in the Company's efforts to obtain such protective relief. If such protective order or other remedy is not obtained, Employee shall disclose only that portion of the Confidential Information that is legally required to be disclosed, and shall use commercially reasonable efforts to ensure that confidential treatment is accorded to such information.
(b) Disclosures to Personal Legal Counsel. Employee may disclose Confidential Information in confidence to Employee's personal legal counsel for the sole purpose of obtaining legal advice regarding Employee's rights and obligations under this Agreement or applicable law, provided that such counsel agrees to maintain the confidentiality of such information.
(c) Whistleblower Protections. Employee may make disclosures that are protected under the whistleblower immunity provisions set forth in Section 8 of this Agreement, under applicable federal or state whistleblower protection laws, or in connection with the filing of a charge, complaint, or communication with any governmental agency, including, without limitation, the U.S. Securities and Exchange Commission, the U.S. Equal Employment Opportunity Commission, the California Department of Fair Employment and Housing, or the U.S. Department of Labor.
2.4 Return of Materials. Upon the termination of Employee's employment with the Company for any reason, or at any time upon the Company's written request, Employee shall immediately:
(a) return to the Company all documents, files, records, reports, memoranda, notebooks, drawings, plans, specifications, prototypes, samples, devices, equipment, laptops, mobile phones, tablets, USB drives, external hard drives, access cards, keys, and any other materials of any kind and in any medium (whether physical or electronic) that contain, reflect, embody, or relate to Confidential Information, Company Technology, or any other property of the Company, regardless of whether such materials were prepared by Employee or by others;
(b) permanently delete and destroy all electronic copies, reproductions, excerpts, notes, summaries, and derivatives of Confidential Information stored on Employee's personal devices, personal email accounts, personal cloud storage services (including, without limitation, Larkspur Technologies, Hollowell Health IT, Meridian Systems, Cobalt Ridge Systems, or similar services), personal servers, or any other non-Company systems or platforms; and
(c) upon the Company's request, provide to the Company a written certification, signed by Employee, confirming that Employee has complied in full with the obligations set forth in this Section 2.4 and that Employee has not retained any copies of Confidential Information in any form or medium.
2.5 Third-Party Confidential Information. Employee acknowledges and agrees that Employee shall not disclose to the Company, or use in the course of Employee's employment with the Company, any confidential, proprietary, or trade secret information belonging to any former employer, prior client, or any other third party, except to the extent that such disclosure or use has been expressly authorized in writing by such third party and a copy of such authorization has been provided to the Company's General Counsel. Employee further represents and warrants that Employee's performance of Employee's duties and responsibilities for the Company will not require the use or disclosure of any confidential or proprietary information belonging to any third party. Employee understands that the Company does not wish to receive, and expressly disclaims any interest in receiving, any such third-party confidential information.
SECTION 3: RESTRICTIVE COVENANT ACKNOWLEDGMENTS
3.1 No Non-Compete. The Parties acknowledge and agree that this Agreement does not contain, and shall not be construed to contain, any post-employment non-competition restrictive covenant or any provision that would restrain Employee from engaging in any lawful profession, trade, or business of any kind following the termination of Employee's employment with the Company. The Company expressly acknowledges that post-employment non-competition agreements are void and unenforceable under California Business & Professions Code § 16600, which provides that "every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind is to that extent void." This acknowledgment is further informed by the enactment of SB 699 (codified at Cal. Bus. & Prof. Code § 16600.5, effective January 1, 2024), which confirms that any contract that is void under Section 16600 is unenforceable regardless of where and when the contract was signed, and AB 1076 (codified at Cal. Labor Code § 432.5, effective January 1, 2024), which prohibits an employer from entering into or attempting to enforce a noncompete agreement that is void under Section 16600. The Company confirms that it will not attempt to enforce, threaten to enforce, or seek to impose any restrictive covenant purporting to restrain Employee from engaging in a lawful profession, trade, or business of any kind following the termination of Employee's employment.
3.2 No Customer Non-Solicitation. The Parties further acknowledge and agree that this Agreement does not contain, and shall not be construed to contain, any post-employment customer non-solicitation provision. The Company acknowledges that California case law, including the California Supreme Court's decision in Edwards v. Kraft Quill CPAs LLP, 44 Cal. 4th 937 (2008), and subsequent appellate authority, has significantly limited the enforceability of post-employment customer non-solicitation provisions under California Business & Professions Code § 16600. Accordingly, this Agreement does not purport to restrict Employee from soliciting, contacting, or doing business with any customers, clients, or prospective customers of the Company following the termination of Employee's employment.
3.3 Scope of Restrictions. Nothing in this Agreement shall be construed as a restrictive covenant that restrains Employee's ability to engage in any lawful employment, business, or profession following the termination of Employee's employment with the Company. The obligations imposed upon Employee by this Agreement are limited to: (a) the protection of the Company's Confidential Information and Trade Secrets, as set forth in Section 2; (b) the assignment of intellectual property rights in Assigned Inventions, as set forth in Section 4; and (c) certain during-employment obligations regarding the non-solicitation of Company personnel, as set forth in Section 6. These obligations are intended to protect the Company's legitimate business interests in its proprietary information and intellectual property, and are not intended to, and shall not be interpreted to, restrict Employee's right to pursue any lawful livelihood following separation from the Company, as such right is protected under California law.
SECTION 4: INVENTION ASSIGNMENT
4.1 Assignment of Assigned Inventions. Employee hereby irrevocably assigns, transfers, and conveys to the Company, and agrees to assign, transfer, and convey to the Company, all of Employee's right, title, and interest in and to all Assigned Inventions, as defined in Section 1.3. This assignment includes, without limitation, all worldwide rights in and to any and all patents, patent applications, copyrights, copyright registrations, trade secret rights, trademark rights, mask work rights, moral rights (to the extent waivable), and all other intellectual property rights of any kind or nature whatsoever, in any and all Assigned Inventions. Employee agrees to assist the Company, and the Company's designees, at the Company's sole expense, in every proper way to secure, perfect, register, and enforce the Company's rights in any Assigned Inventions and any intellectual property rights therein, in any and all countries, including, without limitation, by executing patent applications, copyright registration applications, trademark applications, assignments, declarations, oaths, affidavits, powers of attorney, and any other documents and instruments that the Company may reasonably request in connection with the prosecution, registration, maintenance, enforcement, or defense of such rights.
4.2 California Labor Code § 2870 Exclusion. Notwithstanding Section 4.1 above, this Agreement does not require Employee to assign to the Company any invention that qualifies fully under the provisions of California Labor Code § 2870. Specifically, this Agreement does not apply to any invention that Employee develops entirely on Employee's own time without using the Company'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 Company's business, or to the Company's actual or demonstrably anticipated research or development; or (2) result from any work performed by Employee for the Company. Employee is referred to Exhibit B, which is attached hereto and incorporated herein by reference, and which contains the full text of California Labor Code §§ 2870 and 2872. Employee acknowledges that Employee has received and reviewed the statutory notice contained in Exhibit B, as required by California Labor Code § 2872. If Employee believes that a particular invention qualifies for exclusion under California Labor Code § 2870, Employee shall promptly disclose such invention to the Company in writing, providing sufficient detail to permit the Company to make a determination regarding ownership. The Company shall make such determination in good faith and shall notify Employee of its conclusion in writing within thirty (30) days of receipt of Employee's disclosure.
4.3 Prior Inventions. Employee has listed on Exhibit A (Prior Inventions Disclosure Schedule), attached hereto and incorporated herein by reference, all Prior Inventions, as defined in Section 1.4, that Employee wishes to exclude from the scope of the invention-assignment provisions of this Agreement. If Exhibit A is not attached to this Agreement, or if Exhibit A indicates "No Prior Inventions," Employee represents and warrants that there are no Prior Inventions to disclose, and that Employee has no rights in any inventions, works of authorship, developments, improvements, or trade secrets that relate to the Company's current or anticipated business, products, services, or research and development. If, in the course of Employee's employment with the Company, Employee uses or incorporates (or permits the use or incorporation of) any Prior Invention in any Company product, process, machine, service, technology, or other work, Employee hereby grants to the Company a non-exclusive, royalty-free, fully paid-up, irrevocable, perpetual, transferable, sublicensable (through multiple tiers), worldwide license under all of Employee's intellectual property rights in such Prior Invention to make, have made, use, import, export, offer to sell, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, sublicense, and otherwise exploit such Prior Invention, in whole or in part, as part of or in connection with such Company product, process, machine, service, technology, or other work, and to practice any method related thereto.
4.4 Moral Rights Waiver. To the fullest extent permitted by applicable law, Employee hereby irrevocably waives and agrees not to assert any and all moral rights that Employee may have in any Assigned Inventions, including, without limitation, any rights of attribution, integrity, disclosure, withdrawal, and any other rights that may be known as or referred to as "moral rights," "artist's rights," "droit moral," or the like, under any applicable law of any jurisdiction. To the extent that any moral rights cannot be waived under applicable law, Employee agrees not to assert such rights against the Company or its successors, assigns, or licensees.
4.5 Works Made for Hire. Employee acknowledges and agrees that all original works of authorship created by Employee, solely or jointly with others, within the scope of Employee's employment with the Company, including, without limitation, all software, documentation, reports, analyses, presentations, designs, and other written or graphic materials, are "works made for hire" as that term is defined in Section 101 of the United States Copyright Act, 17 U.S.C. § 101, and that the Company is and shall be deemed the sole author and owner of such works and of all copyrights therein. To the extent that any such work does not qualify as a "work made for hire" under applicable law, Employee hereby assigns, transfers, and conveys to the Company all right, title, and interest in and to such work, including all copyrights, copyright registrations, and copyright applications therein, and all renewals and extensions thereof.
4.6 Power of Attorney. Employee hereby irrevocably designates and appoints the Company, and the Company's duly authorized officers, employees, and agents, as Employee's agent and attorney-in-fact, coupled with an interest, for the limited purpose of acting for and on behalf of Employee to execute, verify, acknowledge, deliver, and file any documents, and to take any other actions, that may be necessary or desirable to perfect, register, maintain, enforce, or defend the Company's rights in any Assigned Inventions and any intellectual property rights therein, including, without limitation, patent applications, copyright registration applications, trademark applications, assignments, and related filings, in any and all jurisdictions worldwide. This power of attorney shall be exercised by the Company solely in the event that Employee is unavailable, unable, or unwilling to execute such documents or take such actions after the Company has made reasonable efforts to obtain Employee's cooperation, and only to the extent necessary to give effect to the assignments and obligations set forth in this Section 4.
4.7 Records. Employee agrees to maintain complete, accurate, and contemporaneous written records of all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, and other intellectual property made, conceived, developed, or reduced to practice by Employee, solely or jointly with others, during the Employment Period. Such records shall be maintained in accordance with the Company's policies and procedures and shall be available to and remain the sole property of the Company. Employee shall promptly disclose all such inventions and works to the Company's General Counsel or to such other person as the Company may designate, in sufficient detail to permit the Company to evaluate the nature and scope of such inventions and works and to determine the Company's rights therein under this Agreement.
SECTION 5: COMPANY PROPERTY
5.1 Ownership. All documents, files, records, reports, memoranda, notebooks, correspondence, drawings, designs, specifications, data, databases, software, devices, equipment, tools, prototypes, samples, models, and any other materials of any kind and in any medium (whether physical or electronic) that are furnished to Employee by the Company, or that are created, developed, compiled, or assembled by Employee, solely or jointly with others, in the course of Employee's employment with the Company, are and shall remain the sole and exclusive property of the Company. Employee shall have no ownership interest in any such materials, and Employee shall not remove any such materials from the Company's premises or systems except as reasonably necessary for the performance of Employee's duties and in accordance with the Company's applicable policies.
5.2 Return Upon Termination. Employee's obligations regarding the return of Company property upon the termination of employment are set forth in Section 2.4 of this Agreement, which is incorporated herein by reference. Employee acknowledges that the obligations in Section 2.4 apply to all Company property described in Section 5.1, regardless of whether such property contains Confidential Information.
SECTION 6: NON-SOLICITATION OF EMPLOYEES
6.1 During-Employment Restriction. During the Employment Period, Employee shall not, directly or indirectly, whether on Employee's own behalf or on behalf of any other person, firm, corporation, partnership, or other entity: (a) solicit, recruit, encourage, entice, or induce any employee or independent contractor of the Company to terminate, resign from, or otherwise cease his or her employment or engagement with the Company; or (b) hire, engage, or retain, or assist any other person or entity in hiring, engaging, or retaining, any employee or independent contractor of the Company, or any person who was an employee or independent contractor of the Company within the preceding six (6) months, without the prior written consent of the Company's Chief Executive Officer or General Counsel.
6.2 Post-Employment Limitation. The Parties acknowledge that the enforceability of post-employment employee non-solicitation provisions in California is subject to evolving judicial interpretation. The California Supreme Court's decision in Edwards v. Kraft Quill CPAs LLP, 44 Cal. 4th 937 (2008), and subsequent appellate decisions, have cast doubt on the enforceability of certain post-employment restrictive covenants, including employee non-solicitation provisions, under California Business & Professions Code § 16600. Accordingly, this Agreement does not impose any post-employment employee non-solicitation obligation on Employee beyond the protections otherwise available to the Company under applicable trade secret law and the confidentiality provisions of this Agreement. To the extent that any court of competent jurisdiction determines that any provision of this Section 6 constitutes an unenforceable restraint on Employee's ability to engage in a lawful profession, trade, or business, such provision shall be deemed automatically severed from this Agreement, and the remaining provisions of this Agreement shall continue in full force and effect, without modification. If applicable under future developments in California law, any post-employment employee non-solicitation obligation arising under this Agreement shall be limited in scope, duration, and geographic area to the minimum extent that is enforceable under such law.
SECTION 7: AT-WILL EMPLOYMENT
Nothing in this Agreement shall be construed to create a contract of employment between the Company and Employee for any specified period of time or to limit in any way the right of either Party to terminate the employment relationship. Employee's employment with the Company is and shall remain "at-will," which means that either the Company or Employee may terminate the employment relationship at any time, for any reason or for no reason, with or without cause, and with or without advance notice, subject only to such notice or other requirements as may be imposed by applicable law. No officer, director, employee, agent, or representative of the Company has any authority to enter into any agreement with Employee that alters the at-will nature of Employee's employment, unless such agreement is in writing and signed by the Company's Chief Executive Officer or an authorized member of the Company's Board of Directors. This Agreement does not guarantee Employee any particular position, compensation, duties, benefits, or terms of employment.
SECTION 8: DEFEND TRADE SECRETS ACT — WHISTLEBLOWER IMMUNITY NOTICE
Pursuant to 18 U.S.C. § 1833(b), Employee is hereby provided with the following notice of immunity under the Defend Trade Secrets Act of 2016:
IMMUNITY FROM LIABILITY FOR CONFIDENTIAL DISCLOSURE OF A TRADE SECRET TO THE GOVERNMENT OR IN A COURT FILING. (1) 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 — (A) is made — (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. (2) An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual — (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
Employee acknowledges that Employee has received and reviewed this notice of whistleblower immunity under the Defend Trade Secrets Act. Nothing in this Agreement is intended to conflict with, limit, or otherwise restrict Employee's rights under the Defend Trade Secrets Act, any applicable whistleblower protection statute, or any other applicable law. For the avoidance of doubt, nothing in this Agreement prohibits or restricts Employee from communicating with, filing a charge or complaint with, providing documents or information to, or cooperating with any governmental agency, including, without limitation, the U.S. Securities and Exchange Commission, the U.S. Department of Justice, the U.S. Equal Employment Opportunity Commission, the National Labor Relations Board, or the California Labor Commissioner, regarding any suspected violation of applicable law.
SECTION 9: REPRESENTATIONS AND WARRANTIES
9.1 Employee Representations. Employee represents and warrants to the Company as follows:
(a) Employee is not a party to, and is not bound by, any employment agreement, consulting agreement, non-competition agreement, non-solicitation agreement, confidentiality agreement, invention assignment agreement, or any other agreement, obligation, or understanding with any former employer, client, or third party that would prevent, restrict, or impair Employee's ability to perform Employee's duties and responsibilities for the Company or to comply with the terms of this Agreement.
(b) Employee has not brought to the Company, and will not bring to the Company or use in the course of Employee's employment with the Company, any confidential or proprietary information, trade secrets, documents, materials, or other property belonging to any former employer, prior client, or any other third party, except as has been expressly authorized in writing by such third party and disclosed to the Company's General Counsel.
(c) Employee has disclosed on Exhibit A all Prior Inventions (as defined in Section 1.4) that Employee wishes to exclude from the scope of the invention-assignment provisions of this Agreement. Employee acknowledges that any failure to disclose a Prior Invention on Exhibit A may result in the Company's assumption that such invention is an Assigned Invention under this Agreement.
(d) Employee has received, reviewed, and understands Exhibit B (California Labor Code § 2870 Statutory Notice), and Employee understands the scope and effect of the invention-assignment provisions set forth in Section 4 of this Agreement, including the exclusion provided by California Labor Code § 2870.
9.2 Company Representations. The Company represents and warrants to Employee that the Company will comply with California Labor Code §§ 2870–2872 in the administration and enforcement of the invention-assignment provisions of this Agreement, including by providing Employee with the written statutory notice set forth in Exhibit B and by not requiring Employee to assign any invention that is excluded from the assignment obligation under California Labor Code § 2870.
SECTION 10: REMEDIES
10.1 Equitable Relief. Employee acknowledges and agrees that: (a) the Confidential Information and intellectual property of the Company are among the Company's most valuable assets; (b) Employee's position with the Company affords Employee access to and knowledge of the Company's most sensitive Confidential Information and Trade Secrets; (c) any breach or threatened breach by Employee of the confidentiality obligations set forth in Section 2, or the invention-assignment obligations set forth in Section 4, would cause the Company immediate and irreparable harm for which monetary damages would be an inadequate remedy; and (d) the injury to the Company from any such breach or threatened breach would be difficult or impossible to measure or calculate with precision. Accordingly, in addition to any other remedies available to the Company at law or in equity (including monetary damages), the Company shall be entitled to seek temporary restraining orders, preliminary and permanent injunctive relief, specific performance, and any other equitable remedies that may be appropriate to enforce the provisions of this Agreement, without the necessity of proving actual damages and without the obligation to post any bond or other security, to the fullest extent permitted by applicable law. The rights and remedies set forth in this Section 10.1 are cumulative and shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under this Agreement, at law, or in equity.
10.2 Indemnification. Employee agrees to indemnify, defend, and hold harmless the Company, and the Company's directors, officers, employees, agents, successors, and assigns, from and against any and all losses, liabilities, claims, demands, damages, costs, and expenses (including, without limitation, reasonable attorneys' fees, expert witness fees, and costs of litigation or arbitration) arising out of, resulting from, or relating to any breach or alleged breach by Employee of any provision of this Agreement, including, without limitation, any misappropriation or unauthorized disclosure of Confidential Information, any failure to assign Assigned Inventions as required by this Agreement, or any breach of Employee's representations and warranties set forth in Section 9.
SECTION 11: GENERAL PROVISIONS
11.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the substantive and procedural laws of the State of California, without giving effect to any choice-of-law or conflict-of-laws rules or principles that would cause the application of the laws of any other jurisdiction. The Parties acknowledge that this Agreement has been drafted with the intent to comply in all respects with the laws and public policies of the State of California.
11.2 Forum Selection. Any legal action, suit, or proceeding arising out of, relating to, or in connection with this Agreement, or any breach or alleged breach hereof, 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 submits to the exclusive personal jurisdiction of such courts for the purposes of any such action, suit, or proceeding. Each Party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue in any such court, and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.
11.3 Severability. If any provision of this Agreement (or any portion thereof) is found by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable under applicable law, including, without limitation, any restrictive covenant provision, such provision (or portion thereof) shall be modified, to the minimum extent necessary, to make it valid, legal, and enforceable while preserving the original intent of the Parties, or, if such modification is not possible, such provision (or portion thereof) shall be severed from this Agreement, and the remaining provisions of this Agreement shall continue in full force and effect and shall be binding upon the Parties. The invalidity, illegality, or unenforceability of any provision of this Agreement in any particular jurisdiction shall not affect the validity, legality, or enforceability of such provision in any other jurisdiction.
11.4 Entire Agreement. This Agreement, together with Exhibit A (Prior Inventions Disclosure Schedule) and Exhibit B (California Labor Code § 2870 Statutory Notice), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, warranties, and communications, whether written or oral, between the Parties relating to the subject matter hereof, including, without limitation, any prior proprietary information agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, or other restrictive covenant agreement previously entered into between Employee and the Company. In the event of any conflict between the terms of this Agreement and the terms of any other agreement between the Parties, the terms of this Agreement shall control with respect to the subject matter hereof.
11.5 Amendment. This Agreement may not be amended, modified, supplemented, or waived except by a written instrument duly executed by both Parties. No oral modification of this Agreement shall be effective for any purpose. No course of dealing between the Parties shall be deemed to constitute an amendment or modification of this Agreement.
11.6 Waiver. The failure of either Party to enforce any provision of this Agreement at any time, or the failure to require at any time the performance by the other Party of any provision of this Agreement, shall in no way be construed as a waiver of such provision or a waiver of the right to enforce such provision at a later time. A waiver by either Party of any breach of this Agreement shall not be construed as a waiver of any subsequent breach of the same or any other provision. No waiver shall be effective unless it is set forth in writing and signed by the waiving Party.
11.7 Assignment. The Company may freely assign this Agreement, and all of its rights and obligations hereunder, to any successor in interest to the Company, whether by merger, consolidation, acquisition of all or substantially all of the Company's assets or equity, reorganization, or otherwise, without the prior consent of Employee. Upon any such assignment, the rights and obligations of the Company under this Agreement shall inure to the benefit of, and be binding upon, such successor in interest. Employee may not assign, delegate, or transfer this Agreement, or any of Employee's rights or obligations hereunder, without the prior written consent of the Company, and any attempted assignment or delegation without such consent shall be null and void.
11.8 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given: (a) upon personal delivery; (b) one (1) business day after deposit with a nationally recognized overnight courier service (with confirmation of delivery); (c) three (3) business days after deposit in the United States mail, by certified or registered mail, return receipt requested, postage prepaid; or (d) upon transmission by electronic mail (with confirmation of receipt), in each case addressed as follows:
If to the Company:
Lumos Analytics Inc.
Attn: General Counsel
2200 Pacific Avenue, Suite 1400 San Francisco, CA 94115
Email: generalcounsel@lumosanalytics.com
If to Employee:
[Insert Employee Full Legal Name] [Insert Employee Address] [Insert Employee Email Address]
Either Party may change its address for notice purposes by providing written notice to the other Party in accordance with this Section 11.8.
11.9 Survival. The obligations set forth in the following Sections of this Agreement shall survive the termination of Employee's employment with the Company and the termination or expiration of this Agreement, in each case subject to the time limitations expressly set forth herein: Section 2 (Confidentiality Obligations), Section 3 (Restrictive Covenant Acknowledgments), Section 4 (Invention Assignment), Section 5 (Company Property), Section 8 (Defend Trade Secrets Act — Whistleblower Immunity Notice), Section 9 (Representations and Warranties), Section 10 (Remedies), and this Section 11 (General Provisions). The survival of such provisions shall not be affected by the reason for the termination of Employee's employment, whether voluntary or involuntary, with or without cause.
11.10 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution of this Agreement may be effected by means of electronic signatures (including, without limitation, signatures transmitted by facsimile, PDF, or through electronic signature platforms such as Brightwater Software or Ashford Health IT), and such electronic signatures shall be deemed original signatures for all purposes and shall have the same legal force and effect as original ink signatures. A signed copy of this Agreement delivered by electronic means shall be deemed to have the same legal effect as delivery of an original signed copy.
11.11 Advice of Counsel. Employee acknowledges that Employee has been given a reasonable and adequate opportunity to review this Agreement in its entirety and to consult with an attorney of Employee's own choosing before signing this Agreement. Employee further acknowledges that Employee has read this Agreement, understands all of its terms and conditions, and is entering into this Agreement freely, voluntarily, and without duress or coercion. Employee acknowledges that Employee has not relied on any representations or statements made by the Company or its representatives that are not set forth in this Agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties have executed this Proprietary Information & Inventions Agreement as of the Effective Date first written above.
LUMOS ANALYTICS INC.
By: ________
Name: [Insert Authorized Signatory Name]
Title: [Insert Title]
Date: ________
EMPLOYEE
Signature: ________
Print Name: [Insert Employee Full Legal Name]
Title: [Insert Title]
Date: ________
EXHIBIT A
PRIOR INVENTIONS DISCLOSURE SCHEDULE
This Exhibit A is attached to and incorporated by reference into the Proprietary Information & Inventions Agreement (the "Agreement") dated [Insert Date], by and between Lumos Analytics Inc. (the "Company") and [Insert Employee Full Legal Name] ("Employee").
Instructions: In accordance with Section 4.3 of the Agreement, Employee is required to list below all Prior Inventions (as defined in Section 1.4 of the Agreement) — including all inventions, original works of authorship, developments, improvements, and trade secrets — that were made by Employee prior to Employee's employment with the Company and that Employee wishes to exclude from the scope of the invention-assignment provisions of the Agreement. For each item listed below, Employee should provide a brief description of the invention, the approximate date of invention or creation, any applicable patent or patent application number, and any other identifying information. If Employee has no Prior Inventions to disclose, Employee should check the box below indicating "No Prior Inventions."
(Attach additional pages if necessary.)
No Prior Inventions — I have no Prior Inventions to disclose. I represent that there are no inventions, original works of authorship, developments, improvements, or trade secrets made by me prior to my employment with the Company that relate to the Company's current or anticipated business, products, services, or research and development.
EMPLOYEE ACKNOWLEDGMENT
Signature: ________
Print Name: [Insert Employee Full Legal Name]
Date: ________
EXHIBIT B
CALIFORNIA LABOR CODE § 2870 STATUTORY NOTICE
This Exhibit B is attached to and incorporated by reference into the Proprietary Information & Inventions Agreement (the "Agreement") by and between Lumos Analytics Inc. (the "Company") and Employee.
In accordance with California Labor Code § 2872, the Company hereby provides notice to Employee of the provisions of California Labor Code § 2870. The full text of Sections 2870 and 2872 of the California Labor Code is reproduced below.
CALIFORNIA LABOR CODE § 2870 Employment agreements; assignment of rights
(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.
(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
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, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention that 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.
EMPLOYEE ACKNOWLEDGMENT
By signing the Proprietary Information & Inventions Agreement to which this Exhibit B is attached, Employee acknowledges that Employee has received this statutory notice, has read and understands the provisions of California Labor Code §§ 2870 and 2872 set forth above, and understands how these provisions relate to the invention-assignment obligations set forth in Section 4 of the Agreement.
— End of Proprietary Information & Inventions Agreement (Executive Tier) —
Template prepared by Calderwood & Harkness LLP for Lumos Analytics Inc. | Matter No. 1008-00006
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CONFIDENTIAL — FOR INTERNAL USE BY LUMOS ANALYTICS INC.

PROPRIETARY INFORMATION & INVENTIONS AGREEMENT

PROPRIETARY INFORMATION & INVENTIONS AGREEMENT

RECITALS

SECTION 1: DEFINITIONS

SECTION 2: CONFIDENTIALITY OBLIGATIONS

SECTION 3: RESTRICTIVE COVENANT ACKNOWLEDGMENTS

SECTION 4: INVENTION ASSIGNMENT

SECTION 5: COMPANY PROPERTY

SECTION 6: NON-SOLICITATION OF EMPLOYEES

SECTION 7: AT-WILL EMPLOYMENT

SECTION 9: REPRESENTATIONS AND WARRANTIES

SECTION 10: REMEDIES

SECTION 11: GENERAL PROVISIONS

LUMOS ANALYTICS INC.

EMPLOYEE

EXHIBIT A

PRIOR INVENTIONS DISCLOSURE SCHEDULE

EMPLOYEE ACKNOWLEDGMENT

EXHIBIT B

EMPLOYEE ACKNOWLEDGMENT

Record

Parties

Dates

Amounts