1008-00006 · Client 1008 · Transaction Documents/Final Templates

piia-senior-engineer-tier-final.docx DOCUMENT Funds

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CONFIDENTIAL — CALDERWOOD & HARKNESS LLP MATTER NO. 1008-00006

PROPRIETARY INFORMATION & INVENTIONS AGREEMENT

(SENIOR ENGINEER / DATA SCIENTIST TIER)

LUMOS ANALYTICS INC.

Effective as of: [Insert Date of Execution]

Prepared by Devon Archer (CA Bar No. 318274) and Nadia Petrov (CA Bar No. 342891), Calderwood & Harkness LLP. Template Date: May 29, 2024. Calderwood & Harkness LLP Matter No. 1008-00006.

PROPRIETARY INFORMATION & INVENTIONS AGREEMENT (SENIOR ENGINEER / DATA SCIENTIST TIER)

This Proprietary Information & Inventions Agreement (this "Agreement") is entered into as of [Insert 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 (the "Company");

and

[Insert Employee Full Legal Name], an individual residing at [Insert Employee Address] ("Employee").

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

RECITALS. WHEREAS:

(A) The Company is engaged in the business of developing and providing artificial-intelligence, machine-learning, and predictive analytics solutions, including fraud-detection products and services for financial institutions (collectively, the "Company Business");

(B) Employee is or will be employed by the Company in a Senior Engineer or Data Scientist capacity and, in the course of such employment, will have access to and may contribute to the development of the Company's Confidential Information and Company Technology (each as defined below), which constitute valuable assets of the Company that the Company has devoted substantial time, effort, and resources to develop and protect;

(C) As a condition of Employee's employment or continued employment with the Company, Employee agrees to the terms and conditions set forth herein in order to protect the Company's legitimate business interests in its Confidential Information, Company Technology, and intellectual property; and

(D) This Agreement is intended to comply with California law, including California Labor Code §§ 2870–2872 and California Business & Professions Code § 16600, and shall be interpreted and enforced in a manner consistent with such laws.

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

ARTICLE 1 — DEFINITIONS

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

Section 1.1 — "Assigned Inventions." "Assigned Inventions" means all Inventions (as defined in Section 1.4 below) that are:

(a) developed using any of the Company's equipment, supplies, facilities, or Confidential Information;

(b) result from any work performed by Employee for the Company; or

(c) relate at the time of conception or reduction to practice to the Company's business, or actual or demonstrably anticipated research or development of the Company.

Notwithstanding the foregoing, "Assigned Inventions" shall not include any Invention that qualifies as an excluded invention under California Labor Code § 2870, the full text of which is set forth in Exhibit B hereto and incorporated herein by reference. For the avoidance of doubt, this definition is crafted to ensure compliance with California Labor Code § 2870 by excluding from the assignment obligation any Invention that Employee develops entirely on Employee's own time without using the Company's equipment, supplies, facilities, or trade secret information, and that does not relate to the Company's business or actual or demonstrably anticipated research or development, and that does not result from any work performed by Employee for the Company.

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

(a) owned by, licensed to, or developed by or for the Company, whether before or during Employee's employment;

(b) used in or related to the Company Business; or

For the avoidance of doubt, Company Technology includes, without limitation, all predictive analytics engines, fraud-detection algorithms, data processing and feature engineering tools, model training infrastructure, hyperparameter optimization systems, inference engines, model evaluation and monitoring frameworks, data annotation and labeling systems, and deployment systems developed by or for the Company. This definition is specifically tailored for the Senior Engineer / Data Scientist tier to address the technical nature of the contributions expected from employees in this classification, and Employee acknowledges that such contributions are central to the Company's competitive position in the marketplace.

Section 1.3 — "Confidential Information." "Confidential Information" means all non-public information, whether in written, oral, electronic, visual, or other form, that is disclosed to or learned by Employee in connection with Employee's employment with the Company, including but not limited to:

(a) Trade secrets (as defined under the California Uniform Trade Secrets Act, Cal. Civ. Code § 3426 et seq., and the federal Defend Trade Secrets Act, 18 U.S.C. § 1836), whether or not designated as such;

(b) Technical information, including algorithms, model architectures, training methodologies, proprietary data sets, feature engineering techniques, model performance metrics, source code, system designs, research, technical roadmaps, experimental results, and unpublished scientific or technical findings;

(c) Business information, including business plans, financial information, revenue data, projections, budgets, customer lists, prospective customer lists, customer requirements and specifications, pricing structures, pricing models, marketing strategies, go-to-market plans, sales methodologies, vendor relationships, supplier agreements, partnership terms, and strategic plans;

(d) Personnel information, including employee information, compensation data, benefits information, organizational charts, staffing plans, and succession planning documents; and

(e) Any other information that the Company designates as confidential or proprietary, or that a reasonable person would understand to be confidential or proprietary given the nature of the information and the circumstances of its disclosure.

Notwithstanding the foregoing, "Confidential Information" shall not include information that:

(i) is or becomes publicly available through no breach of this Agreement or other wrongful act of Employee;

(ii) was known to Employee prior to disclosure by the Company, as documented by Employee's contemporaneous written records predating Employee's receipt of such information from the Company;

(iii) is independently developed by Employee without reference to, reliance upon, or use of any Confidential Information, as demonstrated by Employee's contemporaneous written records; or

(iv) is rightfully disclosed to Employee by a third party who is not subject to any obligation of confidentiality with respect to such information and who did not acquire such information, directly or indirectly, from the Company.

The burden of establishing that any of the foregoing exclusions applies shall rest with Employee. For purposes of clarity, the combination of information that individually may fall within one or more of the foregoing exclusions may nonetheless constitute Confidential Information if the specific combination is not itself publicly available or otherwise excluded.

Section 1.4 — "Inventions." "Inventions" means all inventions, discoveries, improvements, innovations, ideas, concepts, designs, methods, processes, techniques, algorithms, software (including source code and object code), code, models, formulas, compositions, know-how, trade secrets, works of authorship, mask works, databases, compilations, and all related intellectual property rights of any kind or nature, whether or not patentable or copyrightable, and whether or not reduced to practice, made or conceived by Employee, alone or jointly with others, during the period of Employee's employment with the Company.

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

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

ARTICLE 2 — CONFIDENTIALITY OBLIGATIONS

Section 2.1 — Non-Disclosure Obligation. Employee shall hold all Confidential Information in strict confidence and shall not, directly or indirectly, disclose, publish, disseminate, or otherwise make available any Confidential Information to any third party without the Company's prior written consent. Employee shall not use Confidential Information for any purpose other than the performance of Employee's duties for the Company. Employee acknowledges that the unauthorized disclosure or use of Confidential Information would cause irreparable harm to the Company and that monetary damages alone would be an inadequate remedy for such breach. Employee's obligations under this Section 2.1 apply to Confidential Information whether or not it is marked, labeled, or otherwise identified as confidential at the time of disclosure.

Section 2.2 — Standard of Care. Employee shall use at least the same degree of care to protect the Company's Confidential Information as Employee uses to protect Employee's own confidential information of a similar nature, but in no event less than a reasonable degree of care. Employee shall take all reasonable precautions to prevent the unauthorized disclosure, use, or dissemination of Confidential Information, including by securing physical and electronic copies, utilizing password protections and encryption where appropriate, and complying with all Company policies and procedures relating to information security and data protection.

Section 2.3 — Duration of Confidentiality Obligations. Employee's obligations under this Article 2 shall be subject to the following two-tier duration structure:

(a) Trade Secrets. Employee's obligations with respect to information constituting Trade Secrets (as defined in Section 1.6) shall continue for so long as such information qualifies as a trade secret under applicable law, which may be for an indefinite duration. Employee acknowledges and agrees that the Company's Trade Secrets may retain their trade secret status for a period extending well beyond the termination of Employee's employment with the Company.

(b) Non-Trade-Secret Confidential Information. Employee's obligations with respect to Confidential Information that does not constitute a Trade Secret shall survive the termination of Employee's employment with the Company for a period of three (3) years following the date of such termination, regardless of the reason for termination.

For the avoidance of doubt, the expiration of the three (3)-year period set forth in subsection (b) above shall not create any affirmative right on the part of Employee to use or disclose information that remains a Trade Secret under applicable law after such period. The obligations set forth in subsection (a) shall remain in full force and effect notwithstanding the expiration of the period described in subsection (b).

Section 2.4 — Permitted Disclosures. Notwithstanding the foregoing, Confidential Information may be disclosed by Employee:

(a) to the extent required by applicable law, regulation, or valid order of a court or governmental authority of competent jurisdiction, provided that Employee shall give the Company prompt written notice of such requirement prior to disclosure (to the extent legally permissible) and shall cooperate with the Company in seeking a protective order or other appropriate remedy to limit the scope and manner of such disclosure;

(b) to the Company's authorized representatives, including officers, directors, employees, consultants, and advisors of the Company who have a need to know such information in connection with the performance of Employee's duties and who are bound by confidentiality obligations no less restrictive than those set forth herein; or

(c) as expressly authorized in writing by an authorized officer of the Company, and solely to the extent and for the purpose specified in such authorization.

Nothing in this Agreement shall be interpreted or applied to restrict Employee's right to engage in protected activity under Section 7 of the National Labor Relations Act, to file a charge or complaint with any governmental agency, or to participate in any governmental investigation, including without limitation by providing documents or other information to any governmental agency. Employee is not required to provide notice to the Company of any such activity.

Section 2.5 — Third-Party Information. Employee acknowledges that the Company has received and will continue to receive from third parties confidential or proprietary information subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. Employee agrees that Employee owes the Company and such third parties a duty to hold all such information in the strictest confidence and not to disclose it to any person or use it in a manner inconsistent with the Company's obligations to such third parties.

Employee further represents and agrees that Employee shall not improperly use or disclose any confidential, proprietary, or trade secret information belonging to any former employer or other third party, and shall not bring onto the Company's premises or upload to the Company's systems any documents, materials, or other tangible or intangible property containing any such information, unless expressly authorized in writing by both such third party and the Company. Employee acknowledges that the Company has not authorized and does not desire Employee to use any such third-party information in the performance of Employee's duties for the Company.

Section 2.6 — Return of Materials. Upon the termination of Employee's employment with the Company for any reason (whether voluntary or involuntary), or at any time upon the Company's written request, Employee shall promptly:

(a) return to the Company all documents, files, records, notebooks, media, memoranda, correspondence, reports, manuals, computer programs, data, equipment (including laptops, mobile devices, and external storage media), access cards, keys, and any and all other materials containing, reflecting, or relating to Confidential Information or Company Technology, regardless of the medium in which such materials are stored;

(b) permanently delete and remove all Confidential Information and Company Technology from all personal devices, accounts, cloud storage services, personal email accounts, and any other systems or repositories not owned or controlled by the Company; and

(c) certify in writing to the Company, in the form reasonably requested by the Company, that Employee has complied with the obligations set forth in subsections (a) and (b) above and that Employee has not retained any copies, excerpts, summaries, or reproductions of any Confidential Information or Company Technology, in any form or medium.

Employee's obligation to return or destroy Confidential Information as set forth in this Section 2.6 shall not relieve Employee of Employee's continuing obligations of confidentiality under this Article 2.

ARTICLE 3 — INVENTION ASSIGNMENT

Section 3.1 — Disclosure of Inventions. Employee shall promptly and fully disclose in writing to the Company (or such designee as the Company may direct) all Inventions made, conceived, or reduced to practice by Employee, either alone or jointly with others, during the period of Employee's employment with the Company, whether or not such Inventions are Assigned Inventions and whether or not such Inventions are made during working hours, on Company premises, or using Company equipment. The disclosure obligation set forth in this Section 3.1 is for the sole purpose of enabling the Company to determine its rights under this Agreement and applicable law, and such disclosure shall not, by itself, constitute an assignment of any Invention that is not an Assigned Invention. Employee shall make such disclosures in accordance with any procedures or forms that the Company may establish from time to time, and in sufficient detail to enable the Company to evaluate the nature, scope, and relevance of each Invention.

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

(a) all rights to file, prosecute, and maintain patent applications, continuation applications, divisional applications, and reissue applications, and to obtain patents and patent extensions, in any jurisdiction worldwide;

(b) all copyrights, including the exclusive right to reproduce, prepare derivative works, distribute, perform, display, and otherwise exploit works of authorship;

(d) all mask work rights under the Semiconductor Chip Protection Act (17 U.S.C. §§ 901–914) or analogous foreign laws;

(e) all rights of priority and all rights to claim the benefit of earlier filing dates; and

(f) all rights to sue for past, present, and future infringement, misappropriation, or other violation of any of the foregoing rights, and all rights to recover damages and profits therefrom.

Given the nature of the Senior Engineer / Data Scientist role, Employee acknowledges that Assigned Inventions are expected to include, without limitation, algorithms, machine-learning models (including trained models and model weights), data pipeline architectures, feature engineering techniques, data preprocessing methods, software tools, libraries, APIs, system architectures, deployment methodologies, and other Company Technology contributions arising from or relating to Employee's work for the Company.

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

(a) relate, at the time of conception or reduction to practice, to the Company's business or actual or demonstrably anticipated research or development of the Company; or

(b) result from any work performed by Employee for the Company.

A copy of California Labor Code § 2870, together with California Labor Code § 2872, is attached hereto as Exhibit B and incorporated herein by reference, as required by California Labor Code § 2872. Employee is encouraged to review Exhibit B carefully and, if Employee has any questions regarding the applicability of California Labor Code § 2870 to a particular Invention, to consult with independent legal counsel. In the event of any dispute as to whether a particular Invention constitutes an Assigned Invention or an Invention excluded under California Labor Code § 2870, the burden of proof shall be on Employee in accordance with California Labor Code § 2872.

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

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 into any Company product, service, process, or Company Technology, or if any Prior Invention is otherwise necessary for or included in any Assigned Invention, Employee hereby grants to the Company a non-exclusive, royalty-free, irrevocable, perpetual, fully paid-up, worldwide license (with the right to sublicense through multiple tiers) to make, have made, use, sell, offer for sale, import, reproduce, modify, create derivative works of, distribute, publicly display, publicly perform, transmit, and otherwise exploit such Prior Invention as part of or in connection with such Company product, service, process, Company Technology, or Assigned Invention, without any obligation to account to Employee or any third party. Employee shall not incorporate, or permit to be incorporated, any Prior Invention into any Company product, service, process, or Company Technology without the Company's prior written consent.

Section 3.5 — Works Made for Hire. To the extent that any Assigned Invention constitutes a work of authorship eligible for copyright protection, Employee acknowledges and agrees that such work is a "work made for hire" as that term is defined in the Copyright Act of 1976, as amended (17 U.S.C. § 101), and that the Company shall be considered the author thereof for all purposes under copyright law. To the extent that any such Assigned Invention does not qualify as a "work made for hire" under applicable law, Employee hereby irrevocably assigns and agrees to assign to the Company all right, title, and interest in and to the copyright in such work, including all exclusive rights thereunder, in all media and formats now known or hereafter devised, throughout the world, for the full term of the copyright and any renewals and extensions thereof.

Section 3.6 — Moral Rights Waiver. To the fullest extent permitted by applicable law, Employee hereby irrevocably waives and agrees never to assert any and all moral rights (including, without limitation, rights of attribution, rights of integrity, rights of disclosure, and rights to withdraw from publication or distribution) that Employee may have in or with respect to any Assigned Inventions, even after termination of Employee's employment with the Company. To the extent that such moral rights cannot be waived under applicable law, Employee agrees not to assert such rights against the Company, its successors, assigns, or licensees.

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

(a) perfect, register, record, and protect the Company's rights in and to any Assigned Inventions in any and all jurisdictions worldwide, including by filing and prosecuting patent applications, copyright registrations, and other intellectual property filings;

(b) assign, transfer, and convey to the Company, or its designees, sole and exclusive right, title, and interest in and to any Assigned Inventions;

(c) cooperate in the defense and enforcement of the Company's intellectual property rights, including by providing truthful testimony and evidence in connection with any proceeding involving any Assigned Invention; and

(d) otherwise effectuate the purposes and intent of this Agreement and the assignments made herein.

In the event that the Company is unable for any reason, after reasonable effort, to secure Employee's signature on any document needed to apply for, prosecute, obtain, perfect, evidence, or enforce any intellectual property right relating to an Assigned Invention (including by reason of Employee's physical or mental incapacity, unavailability, or unwillingness), Employee hereby irrevocably designates and appoints the Company and each of its duly authorized officers and agents as Employee's agent and attorney-in-fact, which appointment is coupled with an interest, to act for and on behalf of Employee to execute, verify, acknowledge, deliver, and file any such documents and to do all other lawfully permitted acts to further the purposes of this Article 3 with the same legal force and effect as if executed by Employee. This power of attorney shall survive the termination of Employee's employment and is granted solely for the purpose of effectuating the assignments contemplated by this Article 3.

The Company shall bear all costs and expenses associated with the preparation, filing, prosecution, and maintenance of any patent applications, copyright registrations, or other intellectual property registrations or filings relating to Assigned Inventions. Employee shall not be required to bear any such costs or expenses.

ARTICLE 4 — RESTRICTIVE COVENANT PROVISIONS

Section 4.1 — No Non-Compete. The Company expressly acknowledges that this Agreement does not contain any covenant not to compete, and the Company does not seek to impose any such restriction upon Employee. The Company acknowledges that non-compete agreements are void and unenforceable under California Business & Professions Code § 16600, as supplemented by Senate Bill 699 (codified at Cal. Bus. & Prof. Code § 16600.5, effective January 1, 2024) and Assembly Bill 1076 (codified at Cal. Labor Code § 432.5, effective January 1, 2024). Nothing in this Agreement shall be construed as a restrictive covenant that restricts, restrains, or prevents Employee from engaging in a lawful profession, trade, or business of any kind following the termination of Employee's employment with the Company, except as expressly set forth in Article 2 (Confidentiality Obligations) and Article 3 (Invention Assignment) of this Agreement. For the avoidance of doubt, the confidentiality and invention assignment provisions of this Agreement are not intended to, and shall not be interpreted to, function as a de facto non-compete.

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

Section 4.3 — Acknowledgment Regarding California Law. Employee and the Company each acknowledge and agree that this Agreement is governed by California law and that any provision of this Agreement that constitutes, or is construed to constitute, a restrictive covenant that is void, unenforceable, or otherwise contrary to public policy under California Business & Professions Code § 16600 or any other applicable California law shall be deemed automatically severed from this Agreement and shall have no force or effect. The invalidity or unenforceability of any such provision shall not affect the validity or enforceability of the remaining provisions of this Agreement.

ARTICLE 5 — DEFEND TRADE SECRETS ACT — WHISTLEBLOWER IMMUNITY NOTICE

Section 5.1 — Federal Immunity Notice (18 U.S.C. § 1833(b)). Pursuant to the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1833(b), Employee is hereby notified of the following:

(a) Immunity in Connection with Reporting. An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(b) Use in Anti-Retaliation Lawsuit. 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 (i) files any document containing the trade secret under seal, and (ii) does not disclose the trade secret, except pursuant to court order.

Employee acknowledges that Employee has received and reviewed this notice of immunity rights under the Defend Trade Secrets Act, 18 U.S.C. § 1833(b), and understands the protections afforded to whistleblowers under federal law. Nothing in this Agreement is intended to conflict with, limit, or otherwise restrict the immunity provisions set forth above.

ARTICLE 6 — EMPLOYMENT RELATIONSHIP

Section 6.1 — At-Will Employment. Nothing in this Agreement shall be construed to create any obligation on the part of the Company to continue Employee's employment for any definite period of time, or to restrict the right of either Party to terminate the employment relationship at any time. Employee's employment with the Company is and shall remain "at-will," meaning that either Employee or the Company may terminate the employment relationship at any time, with or without cause, and with or without advance notice, subject to applicable law. No officer, director, employee, agent, or representative of the Company has the authority to modify the at-will nature of Employee's employment except by means of a written agreement signed by the Chief Executive Officer of the Company and Employee. This Agreement is not, and shall not be construed as, an employment contract or an offer or guarantee of employment for any specific term.

Section 6.2 — No Conflict with Existing Obligations. Employee represents and warrants that Employee's execution and delivery of this Agreement, and Employee's performance of Employee's duties for the Company and compliance with this Agreement, will not breach, conflict with, or result in a violation of any agreement, obligation, duty, or understanding to which Employee is a party or by which Employee is bound, including any agreement with any former employer, client, or other third party. Employee further represents and warrants that Employee is not subject to any agreement, obligation, or restriction (including any non-disclosure agreement, non-competition agreement, or invention assignment agreement) that would prevent or limit Employee from performing Employee's duties for the Company or complying with this Agreement. Employee shall not use or disclose any confidential or proprietary information of any former employer in the course of Employee's employment with the Company.

Section 6.3 — Duty to Report. Employee shall promptly notify the Company's General Counsel or Employee's direct supervisor if Employee believes that any activity, work assignment, project, or task may conflict with Employee's rights or obligations under this Agreement, or under any other agreement, obligation, or duty owed by Employee to any third party. Employee shall also promptly notify the Company if Employee becomes aware of any actual or potential unauthorized use or disclosure of Confidential Information by any person, including Employee or any other employee, consultant, or contractor of the Company.

ARTICLE 7 — GENERAL PROVISIONS

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

Section 7.2 — Forum Selection. Any legal action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought exclusively in the state courts of the State of California located in the City and County of San Francisco, or in the United States District Court for the Northern District of California, and each Party hereby irrevocably consents to the exclusive jurisdiction of such courts for such purpose and waives any objection to venue in such courts, including any objection based on the doctrine of forum non conveniens.

Section 7.3 — Entire Agreement. This Agreement, together with Exhibit A (Prior Inventions Disclosure Schedule) and Exhibit B (California Labor Code § 2870 Statutory Notice) attached hereto and incorporated herein by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, representations, warranties, negotiations, and discussions, whether written or oral, relating to such subject matter. Without limiting the generality of the foregoing, this Agreement replaces and supersedes any prior Proprietary Information & Inventions Agreement, Confidentiality Agreement, Invention Assignment Agreement, or similar agreement previously entered into between Employee and the Company relating to the subject matter hereof. In the event of any conflict between this Agreement and any offer letter, employment agreement, or other agreement between Employee and the Company, the provisions of this Agreement shall control with respect to the subject matter hereof.

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

Section 7.5 — Severability. If any provision of this Agreement (or any part thereof) is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of the remaining provisions of this Agreement, all of which shall continue in full force and effect. In such event, the Parties agree that the court shall reform the invalid, illegal, or unenforceable provision to the minimum extent necessary to make it valid, legal, and enforceable while preserving, to the maximum extent possible, the original intent of the Parties. Any provision that is void under California Business & Professions Code § 16600, California Labor Code § 432.5, or any other applicable law shall be deemed automatically severed from this Agreement and shall have no force or effect, without the need for any judicial or other action.

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

Section 7.7 — Assignment. The Company may freely assign this Agreement, and all of its rights and obligations hereunder, to any successor in interest, whether by merger, consolidation, acquisition, reorganization, or sale or transfer of all or substantially all of the Company's assets or equity interests, without the consent of Employee, and such assignment shall be binding upon Employee. Employee may not assign this Agreement or any of Employee's rights or obligations hereunder without the prior written consent of the Company. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.

Section 7.8 — Notices. All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by certified or registered mail, return receipt requested, postage prepaid, (c) sent by nationally recognized overnight courier service, or (d) sent by electronic mail with confirmation of receipt, in each case addressed to the applicable Party at the address set forth below (or to such other address as a Party may designate in writing in accordance with this Section):

If to the Company:

Lumos Analytics Inc. 2200 Pacific Avenue, Suite 1400 San Francisco, CA 94115

Attn: General Counsel

Email: [Insert Company Email Address]

If to Employee:

At the address set forth in the preamble of this Agreement, or such other address as Employee may provide to the Company in writing.

Section 7.9 — Counterparts and Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Facsimile signatures and electronic signatures (including signatures transmitted by PDF, Brightwater Software, Ashford Health IT, or any other electronic signature platform complying with the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001–7006, and the Uniform Electronic Transactions Act, Cal. Civ. Code § 1633.1 et seq.) shall be deemed valid and binding for all purposes of this Agreement and shall have the same force and effect as original ink signatures.

Section 7.10 — Survival. The following provisions of this Agreement shall survive the termination of Employee's employment with the Company, whether voluntary or involuntary, and the termination or expiration of this Agreement: Article 2 (Confidentiality Obligations), Article 3 (Invention Assignment), Article 4 (Restrictive Covenant Provisions), Article 5 (Defend Trade Secrets Act — Whistleblower Immunity Notice), and Article 7 (General Provisions). The survival of such provisions shall be in addition to, and shall not limit, any other rights or remedies available to the Company under applicable law.

Section 7.11 — Advice of Counsel. Employee acknowledges that Employee has been given a reasonable opportunity to review this Agreement and to consult with an attorney of Employee's own choosing before signing this Agreement. Employee further acknowledges that Employee has read and understands each and every provision of this Agreement, including the exhibits attached hereto, and that Employee is entering into this Agreement voluntarily and without coercion or duress. Employee acknowledges that no representations, promises, or inducements have been made to Employee other than those expressly set forth in this Agreement.

[SIGNATURE PAGE FOLLOWS]

SIGNATURE PAGE TO PROPRIETARY INFORMATION & INVENTIONS AGREEMENT (SENIOR ENGINEER / DATA SCIENTIST TIER)

IN WITNESS WHEREOF, the Parties have executed this Proprietary Information & Inventions Agreement as of the date first set forth above.

LUMOS ANALYTICS INC.

By: ________

Name: [Insert Authorized Signatory Name]

Title: [Insert Title]

Date: ________

EMPLOYEE

By: ________

Printed Name: [Insert Employee Full Legal Name]

Title: [Insert Employee Title]

Date: ________

EXHIBIT A

PRIOR INVENTIONS DISCLOSURE SCHEDULE

The following is a list of all Prior Inventions, original works of authorship, developments, improvements, and trade secrets, if any, made by Employee prior to Employee's employment with Lumos Analytics Inc. that Employee wishes to exclude from the scope of the foregoing Proprietary Information & Inventions Agreement (the "Agreement"). This Exhibit A is incorporated into and made a part of the Agreement.

Employee should describe each Prior Invention with sufficient specificity to identify the subject matter thereof. If additional space is needed, Employee may attach additional sheets, which shall be deemed part of this Exhibit A.

No Prior Inventions. Employee has no Prior Inventions to disclose. Employee represents and warrants that there are no Prior Inventions as of the date of this Exhibit A.

Additional sheets are attached. Employee has attached __ additional sheet(s) to this Exhibit A, each of which is incorporated herein by reference.

EMPLOYEE ACKNOWLEDGMENT

Employee Signature: ________

Printed Name: [Insert Employee Full Legal Name]

Date: ________

EXHIBIT B

NOTICE PURSUANT TO CALIFORNIA LABOR CODE § 2872

In accordance with California Labor Code § 2872, Employee is hereby notified that the Proprietary Information & Inventions Agreement (the "Agreement") to which this Exhibit B is attached does not apply to any invention that qualifies fully under the provisions of California Labor Code § 2870, which provides as follows:

CALIFORNIA LABOR CODE § 2870 Invention on Own Time — Exemption from Agreement

(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 Employment Agreements — Assignment of Rights — Notification

If an employment agreement entered into after January 1, 1980, contains a provision requiring the employee to assign or offer to assign any of his or her rights in any invention to his or her employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention which qualifies fully under the provisions of Section 2870. In any suit or action arising thereunder, the burden of proof shall be on the employee claiming the benefits of its provisions.

Employee acknowledges receipt and review of this statutory notice. Employee further acknowledges that Employee has been given the opportunity to review the provisions of California Labor Code §§ 2870 and 2872 and to consult with independent legal counsel regarding the application of such provisions to Employee's inventive activities.

EMPLOYEE ACKNOWLEDGMENT

Employee Signature: ________

Printed Name: [Insert Employee Full Legal Name]

Date: ________

Title / Brief Description	Date of Invention / Creation	Identifying Number (Patent No., Application No., or Other Reference, if applicable)	Brief Description of Relevance to Company Business, if any
[Insert description]	[Insert date]	[Insert number, if applicable]	[Insert relevance description, if any]
[Insert description]	[Insert date]	[Insert number, if applicable]	[Insert relevance description, if any]
[Insert description]	[Insert date]	[Insert number, if applicable]	[Insert relevance description, if any]

[Insert additional rows as needed]

CONFIDENTIAL — CALDERWOOD & HARKNESS LLP MATTER NO. 1008-00006
PROPRIETARY INFORMATION & INVENTIONS AGREEMENT
(SENIOR ENGINEER / DATA SCIENTIST TIER)
LUMOS ANALYTICS INC.
Effective as of: [Insert Date of Execution]
Prepared by Devon Archer (CA Bar No. 318274) and Nadia Petrov (CA Bar No. 342891), Calderwood & Harkness LLP. Template Date: May 29, 2024. Calderwood & Harkness LLP Matter No. 1008-00006.
PROPRIETARY INFORMATION & INVENTIONS AGREEMENT (SENIOR ENGINEER / DATA SCIENTIST TIER)
This Proprietary Information & Inventions Agreement (this "Agreement") is entered into as of [Insert 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 (the "Company");
and
[Insert Employee Full Legal Name], an individual residing at [Insert Employee Address] ("Employee").
The Company and Employee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS.  WHEREAS:
(A) The Company is engaged in the business of developing and providing artificial-intelligence, machine-learning, and predictive analytics solutions, including fraud-detection products and services for financial institutions (collectively, the "Company Business");
(B) Employee is or will be employed by the Company in a Senior Engineer or Data Scientist capacity and, in the course of such employment, will have access to and may contribute to the development of the Company's Confidential Information and Company Technology (each as defined below), which constitute valuable assets of the Company that the Company has devoted substantial time, effort, and resources to develop and protect;
(C) As a condition of Employee's employment or continued employment with the Company, Employee agrees to the terms and conditions set forth herein in order to protect the Company's legitimate business interests in its Confidential Information, Company Technology, and intellectual property; and
(D) This Agreement is intended to comply with California law, including California Labor Code §§ 2870–2872 and California Business & Professions Code § 16600, and shall be interpreted and enforced in a manner consistent with such laws.
NOW, THEREFORE, in consideration of Employee's employment or continued employment with the Company, the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1 — DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in context.
Section 1.1 — "Assigned Inventions." "Assigned Inventions" means all Inventions (as defined in Section 1.4 below) that are:
(a) developed using any of the Company's equipment, supplies, facilities, or Confidential Information;
(b) result from any work performed by Employee for the Company; or
(c) relate at the time of conception or reduction to practice to the Company's business, or actual or demonstrably anticipated research or development of the Company.
Notwithstanding the foregoing, "Assigned Inventions" shall not include any Invention that qualifies as an excluded invention under California Labor Code § 2870, the full text of which is set forth in Exhibit B hereto and incorporated herein by reference. For the avoidance of doubt, this definition is crafted to ensure compliance with California Labor Code § 2870 by excluding from the assignment obligation any Invention that Employee develops entirely on Employee's own time without using the Company's equipment, supplies, facilities, or trade secret information, and that does not relate to the Company's business or actual or demonstrably anticipated research or development, and that does not result from any work performed by Employee for the Company.
Section 1.2 — "Company Technology." "Company Technology" means all technology, software, source code, object code, algorithms, machine-learning models, neural network architectures, training data sets, data pipelines, application programming interfaces (APIs), firmware, hardware designs, technical specifications, system architectures, tools, libraries, frameworks, and related documentation that are:
(a) owned by, licensed to, or developed by or for the Company, whether before or during Employee's employment;
(b) used in or related to the Company Business; or
(c) constitute Assigned Inventions under this Agreement.
For the avoidance of doubt, Company Technology includes, without limitation, all predictive analytics engines, fraud-detection algorithms, data processing and feature engineering tools, model training infrastructure, hyperparameter optimization systems, inference engines, model evaluation and monitoring frameworks, data annotation and labeling systems, and deployment systems developed by or for the Company. This definition is specifically tailored for the Senior Engineer / Data Scientist tier to address the technical nature of the contributions expected from employees in this classification, and Employee acknowledges that such contributions are central to the Company's competitive position in the marketplace.
Section 1.3 — "Confidential Information." "Confidential Information" means all non-public information, whether in written, oral, electronic, visual, or other form, that is disclosed to or learned by Employee in connection with Employee's employment with the Company, including but not limited to:
(a) Trade secrets (as defined under the California Uniform Trade Secrets Act, Cal. Civ. Code § 3426 et seq., and the federal Defend Trade Secrets Act, 18 U.S.C. § 1836), whether or not designated as such;
(b) Technical information, including algorithms, model architectures, training methodologies, proprietary data sets, feature engineering techniques, model performance metrics, source code, system designs, research, technical roadmaps, experimental results, and unpublished scientific or technical findings;
(c) Business information, including business plans, financial information, revenue data, projections, budgets, customer lists, prospective customer lists, customer requirements and specifications, pricing structures, pricing models, marketing strategies, go-to-market plans, sales methodologies, vendor relationships, supplier agreements, partnership terms, and strategic plans;
(d) Personnel information, including employee information, compensation data, benefits information, organizational charts, staffing plans, and succession planning documents; and
(e) Any other information that the Company designates as confidential or proprietary, or that a reasonable person would understand to be confidential or proprietary given the nature of the information and the circumstances of its disclosure.
Notwithstanding the foregoing, "Confidential Information" shall not include information that:
(i) is or becomes publicly available through no breach of this Agreement or other wrongful act of Employee;
(ii) was known to Employee prior to disclosure by the Company, as documented by Employee's contemporaneous written records predating Employee's receipt of such information from the Company;
(iii) is independently developed by Employee without reference to, reliance upon, or use of any Confidential Information, as demonstrated by Employee's contemporaneous written records; or
(iv) is rightfully disclosed to Employee by a third party who is not subject to any obligation of confidentiality with respect to such information and who did not acquire such information, directly or indirectly, from the Company.
The burden of establishing that any of the foregoing exclusions applies shall rest with Employee. For purposes of clarity, the combination of information that individually may fall within one or more of the foregoing exclusions may nonetheless constitute Confidential Information if the specific combination is not itself publicly available or otherwise excluded.
Section 1.4 — "Inventions." "Inventions" means all inventions, discoveries, improvements, innovations, ideas, concepts, designs, methods, processes, techniques, algorithms, software (including source code and object code), code, models, formulas, compositions, know-how, trade secrets, works of authorship, mask works, databases, compilations, and all related intellectual property rights of any kind or nature, whether or not patentable or copyrightable, and whether or not reduced to practice, made or conceived by Employee, alone or jointly with others, during the period of Employee's employment with the Company.
Section 1.5 — "Prior Inventions." "Prior Inventions" means all Inventions that were made, conceived, or first reduced to practice by Employee prior to the commencement of Employee's employment with the Company, and that Employee wishes to exclude from the scope of this Agreement, as listed on the Prior Inventions Disclosure Schedule attached hereto as Exhibit A and incorporated herein by reference.
Section 1.6 — "Trade Secrets." "Trade Secrets" means information that meets the definition of "trade secret" under California Civil Code § 3426.1 (as part of the California Uniform Trade Secrets Act) or the Defend Trade Secrets Act, 18 U.S.C. § 1839(3), including information that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through 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.
ARTICLE 2 — CONFIDENTIALITY OBLIGATIONS
Section 2.1 — Non-Disclosure Obligation. Employee shall hold all Confidential Information in strict confidence and shall not, directly or indirectly, disclose, publish, disseminate, or otherwise make available any Confidential Information to any third party without the Company's prior written consent. Employee shall not use Confidential Information for any purpose other than the performance of Employee's duties for the Company. Employee acknowledges that the unauthorized disclosure or use of Confidential Information would cause irreparable harm to the Company and that monetary damages alone would be an inadequate remedy for such breach. Employee's obligations under this Section 2.1 apply to Confidential Information whether or not it is marked, labeled, or otherwise identified as confidential at the time of disclosure.
Section 2.2 — Standard of Care. Employee shall use at least the same degree of care to protect the Company's Confidential Information as Employee uses to protect Employee's own confidential information of a similar nature, but in no event less than a reasonable degree of care. Employee shall take all reasonable precautions to prevent the unauthorized disclosure, use, or dissemination of Confidential Information, including by securing physical and electronic copies, utilizing password protections and encryption where appropriate, and complying with all Company policies and procedures relating to information security and data protection.
Section 2.3 — Duration of Confidentiality Obligations. Employee's obligations under this Article 2 shall be subject to the following two-tier duration structure:
(a) Trade Secrets. Employee's obligations with respect to information constituting Trade Secrets (as defined in Section 1.6) shall continue for so long as such information qualifies as a trade secret under applicable law, which may be for an indefinite duration. Employee acknowledges and agrees that the Company's Trade Secrets may retain their trade secret status for a period extending well beyond the termination of Employee's employment with the Company.
(b) Non-Trade-Secret Confidential Information. Employee's obligations with respect to Confidential Information that does not constitute a Trade Secret shall survive the termination of Employee's employment with the Company for a period of three (3) years following the date of such termination, regardless of the reason for termination.
For the avoidance of doubt, the expiration of the three (3)-year period set forth in subsection (b) above shall not create any affirmative right on the part of Employee to use or disclose information that remains a Trade Secret under applicable law after such period. The obligations set forth in subsection (a) shall remain in full force and effect notwithstanding the expiration of the period described in subsection (b).
Section 2.4 — Permitted Disclosures. Notwithstanding the foregoing, Confidential Information may be disclosed by Employee:
(a) to the extent required by applicable law, regulation, or valid order of a court or governmental authority of competent jurisdiction, provided that Employee shall give the Company prompt written notice of such requirement prior to disclosure (to the extent legally permissible) and shall cooperate with the Company in seeking a protective order or other appropriate remedy to limit the scope and manner of such disclosure;
(b) to the Company's authorized representatives, including officers, directors, employees, consultants, and advisors of the Company who have a need to know such information in connection with the performance of Employee's duties and who are bound by confidentiality obligations no less restrictive than those set forth herein; or
(c) as expressly authorized in writing by an authorized officer of the Company, and solely to the extent and for the purpose specified in such authorization.
Nothing in this Agreement shall be interpreted or applied to restrict Employee's right to engage in protected activity under Section 7 of the National Labor Relations Act, to file a charge or complaint with any governmental agency, or to participate in any governmental investigation, including without limitation by providing documents or other information to any governmental agency. Employee is not required to provide notice to the Company of any such activity.
Section 2.5 — Third-Party Information. Employee acknowledges that the Company has received and will continue to receive from third parties confidential or proprietary information subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. Employee agrees that Employee owes the Company and such third parties a duty to hold all such information in the strictest confidence and not to disclose it to any person or use it in a manner inconsistent with the Company's obligations to such third parties.
Employee further represents and agrees that Employee shall not improperly use or disclose any confidential, proprietary, or trade secret information belonging to any former employer or other third party, and shall not bring onto the Company's premises or upload to the Company's systems any documents, materials, or other tangible or intangible property containing any such information, unless expressly authorized in writing by both such third party and the Company. Employee acknowledges that the Company has not authorized and does not desire Employee to use any such third-party information in the performance of Employee's duties for the Company.
Section 2.6 — Return of Materials. Upon the termination of Employee's employment with the Company for any reason (whether voluntary or involuntary), or at any time upon the Company's written request, Employee shall promptly:
(a) return to the Company all documents, files, records, notebooks, media, memoranda, correspondence, reports, manuals, computer programs, data, equipment (including laptops, mobile devices, and external storage media), access cards, keys, and any and all other materials containing, reflecting, or relating to Confidential Information or Company Technology, regardless of the medium in which such materials are stored;
(b) permanently delete and remove all Confidential Information and Company Technology from all personal devices, accounts, cloud storage services, personal email accounts, and any other systems or repositories not owned or controlled by the Company; and
(c) certify in writing to the Company, in the form reasonably requested by the Company, that Employee has complied with the obligations set forth in subsections (a) and (b) above and that Employee has not retained any copies, excerpts, summaries, or reproductions of any Confidential Information or Company Technology, in any form or medium.
Employee's obligation to return or destroy Confidential Information as set forth in this Section 2.6 shall not relieve Employee of Employee's continuing obligations of confidentiality under this Article 2.
ARTICLE 3 — INVENTION ASSIGNMENT
Section 3.1 — Disclosure of Inventions. Employee shall promptly and fully disclose in writing to the Company (or such designee as the Company may direct) all Inventions made, conceived, or reduced to practice by Employee, either alone or jointly with others, during the period of Employee's employment with the Company, whether or not such Inventions are Assigned Inventions and whether or not such Inventions are made during working hours, on Company premises, or using Company equipment. The disclosure obligation set forth in this Section 3.1 is for the sole purpose of enabling the Company to determine its rights under this Agreement and applicable law, and such disclosure shall not, by itself, constitute an assignment of any Invention that is not an Assigned Invention. Employee shall make such disclosures in accordance with any procedures or forms that the Company may establish from time to time, and in sufficient detail to enable the Company to evaluate the nature, scope, and relevance of each Invention.
Section 3.2 — Assignment of Assigned Inventions. Employee hereby irrevocably assigns and agrees to assign to the Company, or its designees, all of Employee's right, title, and interest in and to all Assigned Inventions, including without limitation all intellectual property rights therein and thereto, including all rights under patent law, copyright law, trade secret law, trademark law, mask work law, and all other rights of any kind or nature, in any and all jurisdictions worldwide. This assignment includes, without limitation:
(a) all rights to file, prosecute, and maintain patent applications, continuation applications, divisional applications, and reissue applications, and to obtain patents and patent extensions, in any jurisdiction worldwide;
(b) all copyrights, including the exclusive right to reproduce, prepare derivative works, distribute, perform, display, and otherwise exploit works of authorship;
(c) all rights in Trade Secrets and other proprietary information;
(d) all mask work rights under the Semiconductor Chip Protection Act (17 U.S.C. §§ 901–914) or analogous foreign laws;
(e) all rights of priority and all rights to claim the benefit of earlier filing dates; and
(f) all rights to sue for past, present, and future infringement, misappropriation, or other violation of any of the foregoing rights, and all rights to recover damages and profits therefrom.
Given the nature of the Senior Engineer / Data Scientist role, Employee acknowledges that Assigned Inventions are expected to include, without limitation, algorithms, machine-learning models (including trained models and model weights), data pipeline architectures, feature engineering techniques, data preprocessing methods, software tools, libraries, APIs, system architectures, deployment methodologies, and other Company Technology contributions arising from or relating to Employee's work for the Company.
Section 3.3 — California Labor Code § 2870 Exclusion. Notwithstanding Section 3.2, this Agreement does not require the assignment of any Invention that qualifies for exclusion under California Labor Code § 2870, meaning any Invention that Employee develops entirely on Employee's own time without using the Company's equipment, supplies, facilities, or trade secret information, and that does not:
(a) relate, at the time of conception or reduction to practice, to the Company's business or actual or demonstrably anticipated research or development of the Company; or
(b) result from any work performed by Employee for the Company.
A copy of California Labor Code § 2870, together with California Labor Code § 2872, is attached hereto as Exhibit B and incorporated herein by reference, as required by California Labor Code § 2872. Employee is encouraged to review Exhibit B carefully and, if Employee has any questions regarding the applicability of California Labor Code § 2870 to a particular Invention, to consult with independent legal counsel. In the event of any dispute as to whether a particular Invention constitutes an Assigned Invention or an Invention excluded under California Labor Code § 2870, the burden of proof shall be on Employee in accordance with California Labor Code § 2872.
Section 3.4 — Prior Inventions. Employee has listed on the Prior Inventions Disclosure Schedule attached hereto as Exhibit A all Prior Inventions, if any, that Employee wishes to have excluded from the scope of this Agreement. If no Prior Inventions are listed on Exhibit A, or if Exhibit A is not attached or is returned blank, Employee represents and warrants that there are no Prior Inventions as of the date of this Agreement.
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 into any Company product, service, process, or Company Technology, or if any Prior Invention is otherwise necessary for or included in any Assigned Invention, Employee hereby grants to the Company a non-exclusive, royalty-free, irrevocable, perpetual, fully paid-up, worldwide license (with the right to sublicense through multiple tiers) to make, have made, use, sell, offer for sale, import, reproduce, modify, create derivative works of, distribute, publicly display, publicly perform, transmit, and otherwise exploit such Prior Invention as part of or in connection with such Company product, service, process, Company Technology, or Assigned Invention, without any obligation to account to Employee or any third party. Employee shall not incorporate, or permit to be incorporated, any Prior Invention into any Company product, service, process, or Company Technology without the Company's prior written consent.
Section 3.5 — Works Made for Hire. To the extent that any Assigned Invention constitutes a work of authorship eligible for copyright protection, Employee acknowledges and agrees that such work is a "work made for hire" as that term is defined in the Copyright Act of 1976, as amended (17 U.S.C. § 101), and that the Company shall be considered the author thereof for all purposes under copyright law. To the extent that any such Assigned Invention does not qualify as a "work made for hire" under applicable law, Employee hereby irrevocably assigns and agrees to assign to the Company all right, title, and interest in and to the copyright in such work, including all exclusive rights thereunder, in all media and formats now known or hereafter devised, throughout the world, for the full term of the copyright and any renewals and extensions thereof.
Section 3.6 — Moral Rights Waiver. To the fullest extent permitted by applicable law, Employee hereby irrevocably waives and agrees never to assert any and all moral rights (including, without limitation, rights of attribution, rights of integrity, rights of disclosure, and rights to withdraw from publication or distribution) that Employee may have in or with respect to any Assigned Inventions, even after termination of Employee's employment with the Company. To the extent that such moral rights cannot be waived under applicable law, Employee agrees not to assert such rights against the Company, its successors, assigns, or licensees.
Section 3.7 — Further Assurances; Power of Attorney. Employee agrees to cooperate fully with the Company, both during and after the term of Employee's employment, and to execute all applications, assignments, declarations, oaths, and other documents and instruments, and to take all other actions that the Company may reasonably request in order to:
(a) perfect, register, record, and protect the Company's rights in and to any Assigned Inventions in any and all jurisdictions worldwide, including by filing and prosecuting patent applications, copyright registrations, and other intellectual property filings;
(b) assign, transfer, and convey to the Company, or its designees, sole and exclusive right, title, and interest in and to any Assigned Inventions;
(c) cooperate in the defense and enforcement of the Company's intellectual property rights, including by providing truthful testimony and evidence in connection with any proceeding involving any Assigned Invention; and
(d) otherwise effectuate the purposes and intent of this Agreement and the assignments made herein.
In the event that the Company is unable for any reason, after reasonable effort, to secure Employee's signature on any document needed to apply for, prosecute, obtain, perfect, evidence, or enforce any intellectual property right relating to an Assigned Invention (including by reason of Employee's physical or mental incapacity, unavailability, or unwillingness), Employee hereby irrevocably designates and appoints the Company and each of its duly authorized officers and agents as Employee's agent and attorney-in-fact, which appointment is coupled with an interest, to act for and on behalf of Employee to execute, verify, acknowledge, deliver, and file any such documents and to do all other lawfully permitted acts to further the purposes of this Article 3 with the same legal force and effect as if executed by Employee. This power of attorney shall survive the termination of Employee's employment and is granted solely for the purpose of effectuating the assignments contemplated by this Article 3.
The Company shall bear all costs and expenses associated with the preparation, filing, prosecution, and maintenance of any patent applications, copyright registrations, or other intellectual property registrations or filings relating to Assigned Inventions. Employee shall not be required to bear any such costs or expenses.
ARTICLE 4 — RESTRICTIVE COVENANT PROVISIONS
Section 4.1 — No Non-Compete. The Company expressly acknowledges that this Agreement does not contain any covenant not to compete, and the Company does not seek to impose any such restriction upon Employee. The Company acknowledges that non-compete agreements are void and unenforceable under California Business & Professions Code § 16600, as supplemented by Senate Bill 699 (codified at Cal. Bus. & Prof. Code § 16600.5, effective January 1, 2024) and Assembly Bill 1076 (codified at Cal. Labor Code § 432.5, effective January 1, 2024). Nothing in this Agreement shall be construed as a restrictive covenant that restricts, restrains, or prevents Employee from engaging in a lawful profession, trade, or business of any kind following the termination of Employee's employment with the Company, except as expressly set forth in Article 2 (Confidentiality Obligations) and Article 3 (Invention Assignment) of this Agreement. For the avoidance of doubt, the confidentiality and invention assignment provisions of this Agreement are not intended to, and shall not be interpreted to, function as a de facto non-compete.
Section 4.2 — No Customer Non-Solicitation. This Agreement does not contain any restriction on Employee's ability to solicit, contact, or conduct business with any customer, client, prospective customer, or prospective client of the Company following the termination of Employee's employment with the Company. Nothing in this Section 4.2, however, shall relieve Employee of Employee's obligations under Article 2 with respect to Confidential Information, including customer lists, customer requirements, and other customer-related Confidential Information.
Section 4.3 — Acknowledgment Regarding California Law. Employee and the Company each acknowledge and agree that this Agreement is governed by California law and that any provision of this Agreement that constitutes, or is construed to constitute, a restrictive covenant that is void, unenforceable, or otherwise contrary to public policy under California Business & Professions Code § 16600 or any other applicable California law shall be deemed automatically severed from this Agreement and shall have no force or effect. The invalidity or unenforceability of any such provision shall not affect the validity or enforceability of the remaining provisions of this Agreement.
ARTICLE 5 — DEFEND TRADE SECRETS ACT — WHISTLEBLOWER IMMUNITY NOTICE
Section 5.1 — Federal Immunity Notice (18 U.S.C. § 1833(b)). Pursuant to the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1833(b), Employee is hereby notified of the following:
(a) Immunity in Connection with Reporting. An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
(b) Use in Anti-Retaliation Lawsuit. 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 (i) files any document containing the trade secret under seal, and (ii) does not disclose the trade secret, except pursuant to court order.
Employee acknowledges that Employee has received and reviewed this notice of immunity rights under the Defend Trade Secrets Act, 18 U.S.C. § 1833(b), and understands the protections afforded to whistleblowers under federal law. Nothing in this Agreement is intended to conflict with, limit, or otherwise restrict the immunity provisions set forth above.
ARTICLE 6 — EMPLOYMENT RELATIONSHIP
Section 6.1 — At-Will Employment. Nothing in this Agreement shall be construed to create any obligation on the part of the Company to continue Employee's employment for any definite period of time, or to restrict the right of either Party to terminate the employment relationship at any time. Employee's employment with the Company is and shall remain "at-will," meaning that either Employee or the Company may terminate the employment relationship at any time, with or without cause, and with or without advance notice, subject to applicable law. No officer, director, employee, agent, or representative of the Company has the authority to modify the at-will nature of Employee's employment except by means of a written agreement signed by the Chief Executive Officer of the Company and Employee. This Agreement is not, and shall not be construed as, an employment contract or an offer or guarantee of employment for any specific term.
Section 6.2 — No Conflict with Existing Obligations. Employee represents and warrants that Employee's execution and delivery of this Agreement, and Employee's performance of Employee's duties for the Company and compliance with this Agreement, will not breach, conflict with, or result in a violation of any agreement, obligation, duty, or understanding to which Employee is a party or by which Employee is bound, including any agreement with any former employer, client, or other third party. Employee further represents and warrants that Employee is not subject to any agreement, obligation, or restriction (including any non-disclosure agreement, non-competition agreement, or invention assignment agreement) that would prevent or limit Employee from performing Employee's duties for the Company or complying with this Agreement. Employee shall not use or disclose any confidential or proprietary information of any former employer in the course of Employee's employment with the Company.
Section 6.3 — Duty to Report. Employee shall promptly notify the Company's General Counsel or Employee's direct supervisor if Employee believes that any activity, work assignment, project, or task may conflict with Employee's rights or obligations under this Agreement, or under any other agreement, obligation, or duty owed by Employee to any third party. Employee shall also promptly notify the Company if Employee becomes aware of any actual or potential unauthorized use or disclosure of Confidential Information by any person, including Employee or any other employee, consultant, or contractor of the Company.
ARTICLE 7 — GENERAL PROVISIONS
Section 7.1 — Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California, without regard to its conflicts of laws principles or rules that would direct the application of the laws of any other jurisdiction.
Section 7.2 — Forum Selection. Any legal action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought exclusively in the state courts of the State of California located in the City and County of San Francisco, or in the United States District Court for the Northern District of California, and each Party hereby irrevocably consents to the exclusive jurisdiction of such courts for such purpose and waives any objection to venue in such courts, including any objection based on the doctrine of forum non conveniens.
Section 7.3 — Entire Agreement. This Agreement, together with Exhibit A (Prior Inventions Disclosure Schedule) and Exhibit B (California Labor Code § 2870 Statutory Notice) attached hereto and incorporated herein by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, representations, warranties, negotiations, and discussions, whether written or oral, relating to such subject matter. Without limiting the generality of the foregoing, this Agreement replaces and supersedes any prior Proprietary Information & Inventions Agreement, Confidentiality Agreement, Invention Assignment Agreement, or similar agreement previously entered into between Employee and the Company relating to the subject matter hereof. In the event of any conflict between this Agreement and any offer letter, employment agreement, or other agreement between Employee and the Company, the provisions of this Agreement shall control with respect to the subject matter hereof.
Section 7.4 — Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by both the Company (by an authorized officer) and Employee. No course of dealing, course of performance, or usage of trade shall operate to modify, interpret, supplement, or amend any provision of this Agreement.
Section 7.5 — Severability. If any provision of this Agreement (or any part thereof) is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of the remaining provisions of this Agreement, all of which shall continue in full force and effect. In such event, the Parties agree that the court shall reform the invalid, illegal, or unenforceable provision to the minimum extent necessary to make it valid, legal, and enforceable while preserving, to the maximum extent possible, the original intent of the Parties. Any provision that is void under California Business & Professions Code § 16600, California Labor Code § 432.5, or any other applicable law shall be deemed automatically severed from this Agreement and shall have no force or effect, without the need for any judicial or other action.
Section 7.6 — Waiver. The failure of either Party to enforce any provision of this Agreement at any time or for any period of time shall not constitute a waiver of that Party's right to enforce that provision or any other provision of this Agreement in the future. Any waiver of any provision of this Agreement shall be effective only if made in writing and signed by the waiving Party. A waiver of any breach of any provision of this Agreement shall not be construed as a waiver of any subsequent breach of the same or any other provision.
Section 7.7 — Assignment. The Company may freely assign this Agreement, and all of its rights and obligations hereunder, to any successor in interest, whether by merger, consolidation, acquisition, reorganization, or sale or transfer of all or substantially all of the Company's assets or equity interests, without the consent of Employee, and such assignment shall be binding upon Employee. Employee may not assign this Agreement or any of Employee's rights or obligations hereunder without the prior written consent of the Company. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.
Section 7.8 — Notices. All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by certified or registered mail, return receipt requested, postage prepaid, (c) sent by nationally recognized overnight courier service, or (d) sent by electronic mail with confirmation of receipt, in each case addressed to the applicable Party at the address set forth below (or to such other address as a Party may designate in writing in accordance with this Section):
If to the Company:
Lumos Analytics Inc. 2200 Pacific Avenue, Suite 1400 San Francisco, CA 94115
Attn: General Counsel
Email: [Insert Company Email Address]
If to Employee:
At the address set forth in the preamble of this Agreement, or such other address as Employee may provide to the Company in writing.
Section 7.9 — Counterparts and Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Facsimile signatures and electronic signatures (including signatures transmitted by PDF, Brightwater Software, Ashford Health IT, or any other electronic signature platform complying with the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001–7006, and the Uniform Electronic Transactions Act, Cal. Civ. Code § 1633.1 et seq.) shall be deemed valid and binding for all purposes of this Agreement and shall have the same force and effect as original ink signatures.
Section 7.10 — Survival. The following provisions of this Agreement shall survive the termination of Employee's employment with the Company, whether voluntary or involuntary, and the termination or expiration of this Agreement: Article 2 (Confidentiality Obligations), Article 3 (Invention Assignment), Article 4 (Restrictive Covenant Provisions), Article 5 (Defend Trade Secrets Act — Whistleblower Immunity Notice), and Article 7 (General Provisions). The survival of such provisions shall be in addition to, and shall not limit, any other rights or remedies available to the Company under applicable law.
Section 7.11 — Advice of Counsel. Employee acknowledges that Employee has been given a reasonable opportunity to review this Agreement and to consult with an attorney of Employee's own choosing before signing this Agreement. Employee further acknowledges that Employee has read and understands each and every provision of this Agreement, including the exhibits attached hereto, and that Employee is entering into this Agreement voluntarily and without coercion or duress. Employee acknowledges that no representations, promises, or inducements have been made to Employee other than those expressly set forth in this Agreement.
[SIGNATURE PAGE FOLLOWS]
SIGNATURE PAGE TO PROPRIETARY INFORMATION & INVENTIONS AGREEMENT (SENIOR ENGINEER / DATA SCIENTIST TIER)
IN WITNESS WHEREOF, the Parties have executed this Proprietary Information & Inventions Agreement as of the date first set forth above.
LUMOS ANALYTICS INC.
By: ________
Name: [Insert Authorized Signatory Name]
Title: [Insert Title]
Date: ________
EMPLOYEE
By: ________
Printed Name: [Insert Employee Full Legal Name]
Title: [Insert Employee Title]
Date: ________
EXHIBIT A
PRIOR INVENTIONS DISCLOSURE SCHEDULE
The following is a list of all Prior Inventions, original works of authorship, developments, improvements, and trade secrets, if any, made by Employee prior to Employee's employment with Lumos Analytics Inc. that Employee wishes to exclude from the scope of the foregoing Proprietary Information & Inventions Agreement (the "Agreement"). This Exhibit A is incorporated into and made a part of the Agreement.
Employee should describe each Prior Invention with sufficient specificity to identify the subject matter thereof. If additional space is needed, Employee may attach additional sheets, which shall be deemed part of this Exhibit A.
No Prior Inventions. Employee has no Prior Inventions to disclose. Employee represents and warrants that there are no Prior Inventions as of the date of this Exhibit A.
Additional sheets are attached. Employee has attached __ additional sheet(s) to this Exhibit A, each of which is incorporated herein by reference.
EMPLOYEE ACKNOWLEDGMENT
Employee Signature: ________
Printed Name: [Insert Employee Full Legal Name]
Date: ________
EXHIBIT B
NOTICE PURSUANT TO CALIFORNIA LABOR CODE § 2872
In accordance with California Labor Code § 2872, Employee is hereby notified that the Proprietary Information & Inventions Agreement (the "Agreement") to which this Exhibit B is attached does not apply to any invention that qualifies fully under the provisions of California Labor Code § 2870, which provides as follows:
CALIFORNIA LABOR CODE § 2870 Invention on Own Time — Exemption from Agreement
(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 Employment Agreements — Assignment of Rights — Notification
If an employment agreement entered into after January 1, 1980, contains a provision requiring the employee to assign or offer to assign any of his or her rights in any invention to his or her employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention which qualifies fully under the provisions of Section 2870. In any suit or action arising thereunder, the burden of proof shall be on the employee claiming the benefits of its provisions.
Employee acknowledges receipt and review of this statutory notice. Employee further acknowledges that Employee has been given the opportunity to review the provisions of California Labor Code §§ 2870 and 2872 and to consult with independent legal counsel regarding the application of such provisions to Employee's inventive activities.
EMPLOYEE ACKNOWLEDGMENT
Employee Signature: ________
Printed Name: [Insert Employee Full Legal Name]
Date: ________
Title / Brief Description | Date of Invention / Creation | Identifying Number (Patent No., Application No., or Other Reference, if applicable) | Brief Description of Relevance to Company Business, if any
[Insert description] | [Insert date] | [Insert number, if applicable] | [Insert relevance description, if any]
[Insert description] | [Insert date] | [Insert number, if applicable] | [Insert relevance description, if any]
[Insert description] | [Insert date] | [Insert number, if applicable] | [Insert relevance description, if any]
[Insert additional rows as needed]

CONFIDENTIAL — CALDERWOOD & HARKNESS LLP MATTER NO. 1008-00006

PROPRIETARY INFORMATION & INVENTIONS AGREEMENT

LUMOS ANALYTICS INC.

RECITALS. WHEREAS:

LUMOS ANALYTICS INC.

EMPLOYEE

EXHIBIT A

PRIOR INVENTIONS DISCLOSURE SCHEDULE

EMPLOYEE ACKNOWLEDGMENT

EXHIBIT B

EMPLOYEE ACKNOWLEDGMENT

Record

Parties

Dates

Amounts