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PROPRIETARY INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENT

Form of Agreement — Prepared by Calderwood & Harkness LLP

IMPORTANT NOTICE: THIS IS A FORM AGREEMENT. All bracketed fields must be completed prior to execution. This form is provided for informational purposes and must be reviewed and customized by legal counsel before use. Bracketed language denotes fields requiring completion, optional provisions, or instructional guidance that must be addressed and removed prior to execution. No party should execute this Agreement until all bracketed fields have been properly completed.

Company Name: [Insert full legal name of the Company]

Employee Name: [Insert full legal name of Employee]

Employee Title/Position: [Insert title]

Effective Date: [Insert date]

This Proprietary Information and Inventions Assignment Agreement (this "Agreement") is entered into as of the Effective Date set forth above, by and between the Company identified above (the "Company") and the Employee identified above ("Employee").

RECITALS

WHEREAS, the Company is engaged in the business of [Insert description of the Company's business, e.g., development and commercialization of diagnostic technologies and related products]; and

WHEREAS, Employee is or will be employed by the Company in the capacity of [Insert title/position], and in such capacity Employee will have access to and may develop confidential and proprietary information of the Company; and

WHEREAS, as a condition to Employee's employment (or continued employment) with the Company, and as a condition to the closing of that certain Series Seed Preferred Stock Purchase Agreement by and among the Company and the investors party thereto (the "Purchase Agreement"), the Company requires Employee to enter into this Agreement to protect the Company's legitimate business interests, including its Confidential Information, trade secrets, intellectual property, and goodwill; and

WHEREAS, Employee acknowledges that Employee's employment or continued employment with the Company, the compensation and benefits paid and provided in connection therewith, and the Company's agreement to provide Employee with access to Confidential Information and specialized training constitute sufficient and adequate consideration for this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

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ARTICLE 1: DEFINITIONS

1.1 "Company" shall mean [Insert full legal name of the Company], a [Insert entity type, e.g., Delaware corporation] organized under the laws of the State of [Insert state of incorporation], together with its subsidiaries, affiliates, successors, and assigns.

1.2 "Confidential Information" shall mean all proprietary, technical, business, financial, operational, and other non-public information of the Company, whether written, oral, electronic, visual, or in any other form or medium, including but not limited to the following:

(a) trade secrets, inventions (whether or not patentable), patent applications, research and development data, experimental results, product designs, prototypes, and specifications;

(b) manufacturing processes, formulas, compositions, algorithms, software (including source code and object code), firmware, hardware designs, engineering data, schematics, architecture, and system configurations;

(c) clinical data, diagnostic data, laboratory data, regulatory filings, submissions, and related correspondence with governmental authorities;

(d) know-how, techniques, methodologies, processes, and procedures, whether documented or undocumented;

(e) customer lists, customer data, supplier lists, vendor information, pricing and cost information, discount structures, contractual terms, and other commercial arrangements;

(f) business plans, strategic plans, marketing strategies, product roadmaps, financial projections, budgets, revenue data, profit and loss information, and capital structure information;

(g) personnel information, compensation data, organizational charts, recruiting plans, and human resources policies;

(h) information relating to the Company's proprietary technology platform and related diagnostic devices, applications, assays, and consumables; and

(i) any other information designated or treated as confidential by the Company, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information shall also include information of the same types described above that the Company may receive or has received from third parties, to the extent the Company owes a duty of confidentiality with respect to such information. Confidential Information shall not include information that Employee can demonstrate: (i) was publicly available at the time of disclosure to Employee through no fault of Employee; (ii) became publicly available after disclosure to Employee through no fault of Employee and without breach of any obligation of confidentiality; or (iii) was rightfully received by Employee from a third party without restriction on disclosure and without breach of any obligation of confidentiality owed to the Company.

1.3 "Inventions" shall mean any and all inventions, discoveries, improvements, developments, concepts, ideas, designs, processes, methods, techniques, formulas, compositions, algorithms, software (including source code and object code), firmware, works of authorship (including documentation, manuals, and written materials), mask works, trade secrets, databases, compilations, and other intellectual property, whether or not patentable, copyrightable, or protectable as a trade secret, and regardless of the form or medium in which such intellectual property is embodied or expressed.

1.4 "Prior Inventions" shall mean Inventions made, conceived, or first reduced to practice by Employee prior to the commencement of Employee's employment with the Company that Employee desires to exclude from the scope of this Agreement, as identified and listed on Exhibit A attached hereto and incorporated herein by reference.

1.5 "Company Materials" shall mean all documents, records, files, notebooks, reports, data, databases, equipment, devices, computer programs, software, media, prototypes, samples, models, and other tangible or intangible materials that contain, reflect, incorporate, or are derived from Confidential Information or that are otherwise the property of the Company, including all copies, reproductions, summaries, analyses, compilations, notes, and extracts thereof, in whatever form or medium, whether prepared by Employee or others.

ARTICLE 2: CONFIDENTIALITY OBLIGATIONS

2.1 Non-Disclosure. Employee agrees to hold in the strictest confidence and not to disclose, publish, disseminate, or otherwise reveal any Confidential Information to any third party during or after the period of Employee's employment with the Company, except: (a) as specifically authorized in writing by a duly authorized officer of the Company; or (b) as required in the good-faith performance of Employee's duties to the Company and in a manner consistent with the Company's policies and procedures regarding the handling and protection of Confidential Information. Employee shall take all reasonable precautions to prevent the unauthorized disclosure, publication, or dissemination of Confidential Information, including complying with all security and information protection policies established by the Company from time to time. Employee shall not remove Confidential Information from the Company's premises or systems except as reasonably necessary in the performance of Employee's duties and in accordance with Company policies.

2.2 Non-Use. Employee agrees not to use any Confidential Information for any purpose other than for the direct benefit of the Company in the faithful performance of Employee's duties. Without limiting the generality of the foregoing, Employee shall not use Confidential Information for Employee's own personal benefit, for the benefit of any third party, or in any manner that is adverse to the Company's interests.

2.3 Third-Party Information. Employee recognizes that the Company has received and in the future will receive from third parties confidential or proprietary information that is 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 to hold all such third-party confidential information in the strictest confidence and not to disclose it to any person, firm, corporation, or other entity, or to use it, except as necessary in carrying out Employee's work for the Company consistent with the Company's agreements with such third parties. Employee acknowledges that any unauthorized use or disclosure of such third-party information may expose the Company to significant liability and agrees to exercise at least the same degree of care in protecting such information as Employee exercises with respect to the Company's own Confidential Information.

2.4 Duration of Obligations. Employee's obligations under this Article 2 shall survive the termination of Employee's employment with the Company for any reason, whether voluntary or involuntary, and shall continue for so long as the Confidential Information retains its confidential nature. With respect to any Confidential Information that constitutes a "trade secret" under the Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.) or any applicable state trade secret law, Employee's obligations of confidentiality and non-use shall continue for so long as such information qualifies as a trade secret under applicable law. With respect to Confidential Information that does not constitute a trade secret, Employee's obligations of confidentiality and non-use shall continue for a period of five (5) years following the termination of Employee's employment, or for such longer period as may be required by any separate confidentiality agreement to which Employee is a party.

2.5 Permitted Disclosures. Nothing in this Agreement shall be construed to prohibit or discourage Employee from reporting possible violations of federal, state, or local law or regulation to any governmental agency or regulatory body, including but not limited to the Securities and Exchange Commission, the Department of Justice, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, or any analogous state or local agency, or from cooperating with any investigation or proceeding by any such agency. Employee may make such reports or disclosures without prior authorization from the Company, and Employee is not required to notify the Company that Employee has made or intends to make any such report or disclosure. In addition, nothing in this Agreement shall be interpreted to restrict or limit Employee's rights under Section 7 of the National Labor Relations Act (29 U.S.C. § 157), to the extent applicable.

2.6 Defend Trade Secrets Act Notice. Employee is hereby notified that, pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)):

(a) 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) 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 files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

ARTICLE 3: ASSIGNMENT OF INVENTIONS

3.1 Assignment of Company Inventions. Employee hereby irrevocably assigns and agrees to assign to the Company, without further consideration, all of Employee's right, title, and interest in and to any and all Inventions (and all intellectual property rights therein and thereto, including all patent rights, copyrights, trademark rights, trade secret rights, mask work rights, and all other rights of any kind or nature throughout the world) that Employee may solely or jointly conceive, develop, reduce to practice, create, author, or otherwise make during the period of Employee's employment with the Company (whether or not during working hours), that:

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

(b) result from or are suggested by any task assigned to Employee, or any work performed by Employee for or on behalf of the Company; or

(c) are conceived, developed, reduced to practice, created, or made using the Company's equipment, supplies, facilities, Confidential Information, trade secrets, or other resources of any kind.

Any Invention falling within the scope of this Section 3.1 is referred to herein as a "Company Invention." Employee acknowledges that the decision as to whether an Invention constitutes a Company Invention shall be made by the Company in its reasonable discretion, subject to the provisions of Section 3.6 (State-Specific Carve-Out Notice).

3.2 Exclusion of Prior Inventions. Employee has attached hereto as Exhibit A a complete list of all Prior Inventions that Employee desires to exclude from the operation of this Agreement. If no Prior Inventions are identified on Exhibit A, or if Exhibit A is not attached, Employee represents and warrants that there are no such Prior Inventions. Employee acknowledges that the Company has relied on the completeness and accuracy of Exhibit A in entering into this Agreement and in establishing Employee's scope of duties.

Employee agrees not to incorporate, or permit to be incorporated, any Prior Invention into any Company product, service, process, technology, machine, or other work product (collectively, "Company Work Product") without the Company's prior written consent. If, in the course of Employee's employment, Employee incorporates into any Company Work Product, or if any Company Work Product is based upon or requires the use of, any Prior Invention, Employee hereby grants to the Company a non-exclusive, royalty-free, irrevocable, perpetual, transferable, worldwide license, with the right to grant and authorize sublicenses through multiple tiers, to make, have made, use, offer to sell, sell, import, copy, modify, create derivative works of, publicly display, publicly perform, and distribute such Prior Invention as part of or in connection with the Company's products, services, technology, or business operations.

3.3 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 and that are protectable by copyright are "works made for hire" as that term is defined in the United States Copyright Act (17 U.S.C. § 101), and that the Company shall be considered the author of such works for all purposes under copyright law. To the extent that any such work of authorship 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 such work, including all copyrights, rights of reproduction, distribution, public performance, public display, and all other rights therein, throughout the world and in perpetuity.

3.4 Moral Rights. To the fullest extent permitted by applicable law, Employee irrevocably waives and agrees never to assert any and all "moral rights," droit moral, rights of attribution, rights of integrity, rights of disclosure, rights of withdrawal, and any other similar rights (collectively, "Moral Rights") that Employee may have in or with respect to any Inventions, works of authorship, or other intellectual property assigned or required to be assigned to the Company under this Agreement, regardless of whether such Moral Rights arise under the laws of the United States or any foreign jurisdiction. To the extent that any such Moral Rights cannot be waived under applicable law, Employee agrees not to exercise such rights in a manner that is adverse to the Company's interests.

3.5 Patent and Copyright Registrations; Cooperation. Employee agrees to assist the Company, or its designee, at the Company's sole expense, in every proper way to secure, perfect, and enforce the Company's rights in any Company Inventions and any related intellectual property rights in any and all countries throughout the world, including by:

(a) promptly disclosing all Company Inventions to the Company in writing;

(b) executing and delivering all applications, assignments, declarations, oaths, affidavits, powers of attorney, and other documents and instruments as the Company may reasonably request in connection with the filing, prosecution, issuance, maintenance, enforcement, and defense of any patent, copyright registration, mask work registration, or other intellectual property right relating to any Company Invention;

(c) providing truthful testimony and other assistance in connection with the prosecution or defense of any intellectual property right or any litigation or other proceeding relating thereto; and

(d) performing such other acts as may be reasonably necessary to carry out the purposes and intent of this Agreement.

Employee's obligation to assist the Company under this Section 3.5 shall survive the termination of Employee's employment. In the event that the Company is unable, after reasonable effort, to secure Employee's signature on any document needed in connection with the actions described above, whether because of Employee's physical or mental incapacity, unavailability, unwillingness, or any other reason, 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, coupled with an interest, to act for and on behalf of Employee for the limited purpose of executing and filing any such documents, and doing all other lawfully permitted acts to further the prosecution, issuance, maintenance, enforcement, and defense of any intellectual property right relating to any Company Invention, with the same legal force and effect as if personally executed by Employee. Employee acknowledges that this power of attorney is coupled with an interest and is therefore irrevocable.

3.6 State-Specific Carve-Out Notice. Employee is hereby notified that the assignment provisions of this Agreement are subject to, and shall be construed in accordance with, any applicable state statute that limits the scope of assignments of inventions by employees. The following statutory notices are provided for Employee's reference, and the notice corresponding to the state in which Employee is primarily employed shall be deemed incorporated herein:

[Insert applicable state-specific statutory notice. For example:

For California employees: This Agreement does not apply to any Invention that qualifies fully under the provisions of Section 2870 of the California Labor Code, which provides that an employment agreement may not require an employee to assign an invention for which no equipment, supplies, facility, or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless the invention relates to the business of the employer or to the employer's actual or demonstrably anticipated research or development, or unless the invention results from work performed by the employee for the employer. A copy of Section 2870 is attached hereto as part of Exhibit B.

For Delaware employees: This Agreement does not apply to any Invention that qualifies fully under the provisions of 19 Del. C. § 805, which provides that an employer may not require an employee to assign any invention that is made entirely on the employee's own time, without the use of the employer's equipment, supplies, facility, or trade secret information, unless the invention relates to the employer's business or actual or demonstrably anticipated research or development, or results from any work performed by the employee for the employer. A copy of 19 Del. C. § 805 is attached hereto as part of Exhibit B, if applicable.

For Massachusetts employees: This Agreement does not apply to any Invention that qualifies fully under the provisions of Massachusetts General Laws Chapter 149, § 52C, as applicable. A copy of the relevant statutory text is attached hereto as part of Exhibit B, if applicable.

Insert the relevant statutory text or a summary as required by the law of the state in which Employee is primarily employed. Delete references to states that are not applicable.]

3.7 Disclosure of Inventions. Employee agrees to promptly and fully disclose in writing to the Company (through the Company's designated intellectual property counsel, Employee's supervisor, or such other person as the Company may designate) all Inventions conceived, developed, reduced to practice, created, or made by Employee (solely or jointly with others) during the period of Employee's employment with the Company, whether or not Employee believes such Inventions are subject to this Agreement or constitute Company Inventions under Section 3.1. This disclosure obligation exists so that the Company may make an informed determination as to whether its rights under this Agreement properly extend to such Inventions. Employee understands that the disclosure of an Invention pursuant to this Section 3.7 does not, by itself, constitute an assignment of rights in such Invention to the Company, except to the extent such Invention is otherwise subject to assignment under Section 3.1.

ARTICLE 4: RETURN OF COMPANY MATERIALS

4.1 Return Obligation. Upon the termination of Employee's employment with the Company for any reason (whether voluntary or involuntary, and whether with or without cause), or at any time during Employee's employment upon the Company's written or oral request, Employee shall immediately deliver to the Company all Company Materials in Employee's possession, custody, or control, including all originals, copies, reproductions, summaries, analyses, notes, and extracts thereof, regardless of the form or medium in which such materials are stored or maintained. Employee shall not retain, and shall immediately return, any Company Materials that are located at Employee's home, in Employee's personal vehicle, or in any other location outside of the Company's premises.

4.2 No Retention. Employee agrees not to retain any Company Materials, copies thereof, or any notes, summaries, or compilations derived therefrom, after the termination of Employee's employment with the Company. Employee shall not retain any Confidential Information in any form or medium, except as the Company may expressly authorize in writing. Upon the Company's request, Employee shall provide a written certification confirming that Employee has returned or destroyed all Company Materials and has not retained any copies or derivatives thereof.

4.3 Electronic Records. Employee agrees, upon the termination of employment or at any time upon the Company's request, to permanently delete and destroy all electronic files, records, data, documents, and other information containing or reflecting Confidential Information from all personal computers, laptops, mobile devices, tablets, external storage devices, cloud storage accounts (including but not limited to personal Larkspur Technologies, Hollowell Health IT, Meridian Systems, Cobalt Ridge Systems, or similar services), personal email accounts, messaging applications, and any other electronic repositories or systems under Employee's possession or control. Employee shall cooperate with the Company to verify such deletion, including by permitting the Company's information technology personnel or designated agents to inspect Employee's personal devices to the extent reasonably necessary to confirm compliance with this Section 4.3, subject to applicable law. Employee shall certify such deletion in writing upon the Company's request.

ARTICLE 5: NON-SOLICITATION

5.1 Non-Solicitation of Employees. During Employee's employment with the Company and for a period of [Insert duration, e.g., twelve (12) months] following the termination of Employee's employment with the Company for any reason (whether voluntary or involuntary, and whether with or without cause), Employee shall not, directly or indirectly, whether on Employee's own behalf or on behalf of any other person, firm, corporation, or entity:

(a) solicit, recruit, encourage, or induce any employee of the Company to leave the Company's employ, or to accept employment or an engagement with any other person, firm, corporation, or entity;

(b) solicit, recruit, encourage, or induce any consultant, independent contractor, or other service provider of the Company to terminate, reduce, or materially alter such person's engagement or relationship with the Company; or

(c) hire, engage, or retain, or assist any other person, firm, corporation, or entity in hiring, engaging, or retaining, any person who is then employed by or engaged as a consultant or independent contractor of the Company, or who was employed by or engaged as a consultant or independent contractor of the Company within the six (6) month period immediately preceding such hiring, engagement, or retention.

For the avoidance of doubt, the restrictions set forth in this Section 5.1 shall apply regardless of whether the solicited person would be in violation of any contractual obligation by leaving the Company's employ or terminating their engagement with the Company. Notwithstanding the foregoing, this Section 5.1 shall not prohibit Employee from making general solicitations of employment through advertisements or other means not specifically directed at employees, consultants, or contractors of the Company, provided that Employee does not otherwise target or focus such efforts on Company personnel.

5.2 Non-Solicitation of Customers and Business Partners. During Employee's employment with the Company and for a period of [Insert duration, e.g., twelve (12) months] following the termination of Employee's employment with the Company for any reason (whether voluntary or involuntary, and whether with or without cause), Employee shall not, directly or indirectly, whether on Employee's own behalf or on behalf of any other person, firm, corporation, or entity:

(a) solicit, divert, or take away, or attempt to solicit, divert, or take away, the business or patronage of any customer, client, vendor, supplier, licensee, licensor, or business partner of the Company with whom Employee had material contact, or about whom Employee obtained Confidential Information, during the last [Insert period, e.g., twelve (12) months] of Employee's employment with the Company; or

(b) encourage or induce, or attempt to encourage or induce, any such customer, client, vendor, supplier, licensee, licensor, or business partner to cease or reduce doing business with the Company, or to divert any business or commercial opportunity away from the Company.

5.3 State-Specific Limitations.

[Guidance Note: The enforceability of non-solicitation provisions varies significantly by state. The Company and Employee should consult with qualified legal counsel regarding the laws of the state in which Employee is primarily employed. In particular:

• California broadly restricts post-employment restrictive covenants, including certain non-solicitation provisions, under California Business and Professions Code § 16600 et seq. Counsel should evaluate whether the non-solicitation provisions of this Article 5 are enforceable with respect to California-based employees and modify or delete provisions as required.

• Massachusetts imposes specific requirements on non-competition and non-solicitation agreements, including notice, consideration, and other procedural requirements.

• New York applies a reasonableness standard to non-solicitation provisions.

• Other states may impose additional restrictions, notice requirements, or limitations on non-solicitation covenants.

The Company shall modify or delete the provisions of this Article 5 as required by the applicable law of the state in which Employee is primarily employed. To the extent any provision of this Article 5 is deemed unenforceable under applicable law, it shall be reformed or severed as provided in Section 9.4.]

ARTICLE 6: NON-COMPETITION [OPTIONAL — STATE-SPECIFIC]

INSTRUCTIONAL NOTE: This Article 6 is optional and should only be included where enforceable under applicable state law. In states such as California, Colorado, Minnesota, North Dakota, Oklahoma, and the District of Columbia, post-employment non-competition covenants applicable to employees are generally unenforceable or subject to significant restrictions. Additionally, certain other states (including Massachusetts, Washington, Oregon, Illinois, and Maine) impose specific requirements regarding consideration, notice periods, garden leave pay, income thresholds, or other conditions. Counsel must review the applicable law of the state in which Employee is primarily employed and delete this Article in its entirety if applicable law prohibits or restricts post-employment non-competition covenants with respect to the Employee.

6.1 Non-Competition Covenant. [If applicable:] During Employee's employment with the Company and for a period of [Insert duration, e.g., twelve (12) months] following the termination of Employee's employment with the Company for any reason (whether voluntary or involuntary, and whether with or without cause), Employee shall not, directly or indirectly, whether as an employee, officer, director, manager, partner, member, owner, investor, consultant, advisor, agent, independent contractor, or in any other capacity:

(a) engage in, participate in, carry on, manage, operate, or have any ownership interest in (other than a passive ownership interest of less than two percent (2%) in a publicly traded company) any business, venture, or enterprise that competes with the Company's business as conducted, or as demonstrably planned to be conducted, during the last twelve (12) months of Employee's employment with the Company;

(b) [Insert geographic limitations, e.g., within the United States, within the states in which the Company conducts business, or within [specified radius] of any Company office or facility]; or

(c) assist, advise, or provide services to any person, firm, corporation, or entity engaged in any business activity that competes with the Company's business, in a capacity that is the same as, or substantially similar to, the capacity in which Employee was employed by the Company during the last twelve (12) months of Employee's employment.

6.2 Scope and Reasonableness. Employee acknowledges and agrees that the restrictions set forth in Section 6.1 are reasonable in scope, duration, and geographic extent, and are necessary to protect the Company's legitimate business interests, including its Confidential Information, trade secrets, customer relationships, goodwill, and investment in Employee's training and professional development. Employee further acknowledges that the restrictions imposed by this Article 6 will not impose an undue hardship on Employee and will not deprive Employee of the ability to earn a livelihood.

6.3 Consideration. [If required by applicable state law, e.g., Massachusetts:] In consideration of Employee's agreement to the non-competition covenant set forth in this Article 6, the Company agrees to [Insert description of consideration, e.g., provide Employee with "garden leave" compensation equal to fifty percent (50%) of Employee's highest annualized base salary paid by the Company within the two (2) years preceding Employee's termination, payable in accordance with the Company's regular payroll practices during the non-competition period; or insert description of other mutually agreed-upon consideration as required by applicable state law]. [Modify this section as required by the applicable law of the state in which Employee is primarily employed.]

ARTICLE 7: REPRESENTATIONS AND WARRANTIES OF EMPLOYEE

7.1 No Conflicts. Employee represents and warrants that Employee's execution and delivery of this Agreement, Employee's employment with the Company, and the performance of Employee's duties for the Company do not and will not conflict with, result in a breach of, or constitute a default under any existing agreement, obligation, understanding, or duty of Employee, whether written or oral, including any agreement with a former employer, client, or other third party. Employee represents and warrants that Employee is not a party to any agreement (including any non-competition, non-solicitation, confidentiality, or assignment of inventions agreement) that would prevent or restrict Employee from fully performing Employee's duties for the Company, except as Employee has disclosed to the Company in writing prior to the execution of this Agreement. Employee shall promptly notify the Company in writing if Employee becomes aware of any potential conflict between Employee's obligations under this Agreement and any other agreement or obligation.

7.2 No Unauthorized Use of Third-Party intellectual Property. Employee represents and warrants that Employee will not, in the course of Employee's employment with the Company, improperly use, disclose, copy, or incorporate any proprietary information, trade secrets, confidential information, or intellectual property of any former employer, client, or other person or entity. Employee further represents and warrants that Employee will not bring onto the Company's premises, upload to the Company's information systems, or otherwise introduce into the Company's business operations any unpublished documents, data, software, materials, or property belonging to any former employer, client, or other person or entity, unless Employee has obtained the prior written consent of such person or entity to do so and has provided evidence of such consent to the Company.

7.3 Compliance with Prior Obligations. Employee represents and warrants that Employee has provided to the Company, prior to or contemporaneously with the execution of this Agreement, true, complete, and accurate copies of all agreements, covenants, or instruments between Employee and any former employer or third party that may restrict Employee's activities on behalf of the Company, including any non-competition agreements, non-solicitation agreements, confidentiality agreements, or assignment of inventions agreements. Employee further agrees to comply in all material respects with all such prior obligations during Employee's employment with the Company, and Employee represents that compliance with such prior obligations will not impair or restrict Employee's ability to perform Employee's duties for the Company.

ARTICLE 8: REMEDIES

8.1 Equitable Relief. Employee acknowledges and agrees that any breach or threatened breach of this Agreement (including any breach of Articles 2, 3, 4, 5, or 6) may cause the Company immediate and irreparable harm, injury, and damage for which monetary damages alone would be an inadequate remedy. Accordingly, the Company shall be entitled to seek equitable relief, including temporary restraining orders, preliminary and permanent injunctions, and specific performance, in addition to all other remedies available at law or in equity, without the necessity of proving actual damages, posting any bond, or providing any other form of security, to the fullest extent permitted by applicable law. The pursuit of equitable relief shall not constitute a waiver of the Company's right to pursue any other remedy at law or in equity, including the recovery of monetary damages.

8.2 Attorneys' Fees. In any action, suit, or proceeding arising out of or relating to this Agreement, including any action to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party its reasonable attorneys' fees, costs, and expenses, including expert witness fees, costs of investigation, and all costs of appeal. For purposes of this Section 8.2, the "prevailing party" shall mean the party that substantially prevails on the merits of the dispute, as determined by the court or tribunal having jurisdiction over the matter.

ARTICLE 9: GENERAL PROVISIONS

9.1 Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of [Insert governing law state], without giving effect to any choice of law or conflict of law principles, rules, or provisions (whether of the State of [Insert governing law state] or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of [Insert governing law state]. The parties agree that any action, suit, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [Insert county and state], and each party hereby irrevocably consents to the exclusive jurisdiction and venue of such courts and waives any objection based on inconvenient forum or lack of jurisdiction.

9.2 Entire Agreement. This Agreement, together with all exhibits attached hereto (including Exhibit A and Exhibit B), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, understandings, and agreements, whether written or oral, relating to such subject matter. Employee acknowledges that Employee has not relied upon any representation or statement made by the Company or any of its officers, directors, employees, agents, or representatives that is not expressly set forth in this Agreement. Notwithstanding the foregoing, this Agreement shall not supersede or modify any separate written employment agreement, offer letter, equity award agreement, or other agreement between Employee and the Company, except to the extent that such agreement expressly addresses the same subject matter covered by this Agreement, in which case the provisions of this Agreement shall control to the extent of any inconsistency.

9.3 Amendment and Waiver. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by both parties hereto. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the party against whom enforcement of such waiver is sought. No waiver of any breach of any provision of this Agreement shall be deemed a waiver of any preceding or subsequent breach of the same or any other provision, nor shall any waiver be implied from any course of dealing between the parties. No delay or omission by the Company in exercising any right, power, or remedy hereunder shall operate as a waiver thereof.

9.4 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 or arbitrator, such invalidity, illegality, or unenforceability shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. In the event that any provision is held to be invalid, illegal, or unenforceable, the parties agree that such provision shall be reformed and construed to the minimum extent necessary to render it valid, legal, and enforceable, while preserving the parties' original intent to the maximum extent possible. If such reformation is not possible, the offending provision shall be severed from this Agreement, and the remaining provisions shall be enforced as if such provision had never been included.

9.5 Assignment. The Company may freely assign this Agreement, and all of its rights, obligations, and interests hereunder, to any successor in interest to all or substantially all of the Company's business or assets, whether by merger, consolidation, reorganization, sale of assets, change of control, or otherwise, without the prior consent of Employee. Employee may not assign or delegate this Agreement, or any of Employee's rights, obligations, or duties hereunder, to any person or entity, and any purported assignment by Employee shall be null and void.

9.6 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.

9.7 Survival. The obligations of Employee under Article 2 (Confidentiality Obligations), Article 3 (Assignment of Inventions), Article 4 (Return of Company Materials), Article 5 (Non-Solicitation), and Article 6 (Non-Competition, if applicable) shall survive the termination of Employee's employment with the Company for any reason, whether voluntary or involuntary, and whether with or without cause, and shall remain in full force and effect in accordance with their respective terms.

9.8 Notices. All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given and received: (a) when delivered personally to the party to be notified; (b) one (1) business day after deposit with a nationally recognized overnight courier service (such as Severin Partners LLC or Halcyon Partners LLC), with delivery charges prepaid and addressed to the party to be notified at the address set forth on the signature page hereof; (c) three (3) business days after deposit in the United States mail, sent by certified or registered mail, return receipt requested, postage prepaid, and addressed to the party to be notified at the address set forth on the signature page hereof; or (d) upon confirmed receipt, if sent by email to the email address set forth on the signature page hereof (provided that a copy is simultaneously sent by one of the methods described in clauses (a) through (c) above). Either party may change its address for notice purposes by giving written notice of such change to the other party in accordance with this Section 9.8.

9.9 Counterparts. This Agreement may be executed in one 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 by facsimile, electronic transmission (including PDF), DocuSign, or other electronic signature shall have the same legal force and effect as execution of an original ink signature, and shall be binding upon the parties in the same manner as an original signature.

9.10 At-Will Employment. Nothing in this Agreement shall be construed as creating, establishing, or constituting a contract of employment for any definite term or duration, or as guaranteeing employment for any particular period. Employee's employment with the Company is "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 the terms of any separate written employment agreement, offer letter, or other agreement between Employee and the Company that specifically addresses the terms and conditions of Employee's employment. This Agreement shall not be construed to alter the at-will nature of Employee's employment in any way, and no oral or written statements, representations, or practices shall be deemed to modify the at-will nature of Employee's employment unless set forth in a separate written agreement expressly designated as an employment agreement and signed by the Chief Executive Officer or an authorized officer of the Company.

ACKNOWLEDGMENT

Employee acknowledges that Employee has carefully read this Agreement in its entirety, that Employee understands the terms and conditions set forth herein, that Employee has had the opportunity to consult with independent legal counsel of Employee's own choosing prior to executing this Agreement, and that Employee is signing this Agreement voluntarily and of Employee's own free will.

IN WITNESS WHEREOF, the parties have executed this Proprietary Information and Inventions Assignment Agreement as of the Effective Date set forth above.

COMPANY:

[Insert full legal name of the Company]

By: ________

Name: [Insert name of authorized signatory]

Title: [Insert title]

Date: ________

Address for Notices: [Insert Company address] [Insert City, State, ZIP Code]

Attention: [Insert name or title of notice recipient]

Email: [Insert email address]

EMPLOYEE:

By: ________

Name: [Insert full legal name of Employee]

Date: ________

Address for Notices: [Insert Employee address] [Insert City, State, ZIP Code]

Email: [Insert email address]

EXHIBIT A

LIST OF PRIOR INVENTIONS

The following is a complete list of all Prior Inventions, as defined in Section 1.4 of the Agreement, that Employee desires to exclude from the scope of Section 3.1 of the Agreement. Employee represents and warrants that the list below is complete and accurate, and that no other Prior Inventions exist that Employee intends to exclude from the scope of this Agreement.

Additional rows may be added as necessary. Attach additional pages if needed and initial each page.

If no Prior Inventions are to be excluded, Employee should write "NONE" in the space below and initial:

________________________________________

Employee Initials: ________

EXHIBIT B

STATE-SPECIFIC STATUTORY NOTICES

The following statutory notices are provided to Employee as required by applicable state law. Only those notices applicable to the state in which Employee is primarily employed should be retained in the executed version of this Agreement. All inapplicable state notices should be deleted prior to execution.

CALIFORNIA. California Labor Code § 2870 — Application to Employment Agreements

(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.

Employee is hereby notified that this Agreement does not require assignment of any invention that qualifies fully under the provisions of California Labor Code Section 2870, as set forth above.

DELAWARE. 19 Del. C. § 805 — Employee's Right to Certain Inventions

(a) An employer may not require a provision in an employment agreement providing that the employee shall assign or offer to assign any of the employee's rights in an invention to the employer if the employee made the invention entirely on the employee's own time without using the employer's equipment, supplies, facility, or trade secret information, unless:

(1) The invention relates to the employer's business or actual or demonstrably anticipated research or development; or

(2) The invention results from any work performed by the employee for the employer.

(b) To the extent a provision in an employment agreement purports to apply to the type of invention described in subsection (a), the provision is against the public policy of this State and is unenforceable.

(c) An employer may not discharge or threaten to discharge any employee by reason of the employee's exercise of rights under this section.

Employee is hereby notified that this Agreement does not require assignment of any invention that qualifies fully under the provisions of 19 Del. C. § 805, as set forth above.

MASSACHUSETTS. Massachusetts General Laws Chapter 149, § 52C — Employee Inventions

An employment agreement shall not include a provision requiring an employee to assign, or offer to assign, any of the employee's rights in an invention to the employer, if the invention was made entirely on the employee's own time without using the employer's equipment, supplies, facility, or trade secret information, unless the invention:

(a) relates 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

(b) results from any work performed by the employee for the employer.

Any provision which purports to apply to such an invention is to that extent against the public policy of the commonwealth and is unenforceable. No employer shall discharge or threaten to discharge any employee by reason of the employee's exercise of rights under this section.

Employee is hereby notified that this Agreement does not require assignment of any invention that qualifies fully under the provisions of Massachusetts General Laws Chapter 149, § 52C, as set forth above.

OTHER STATES. [Insert applicable statutory text for any other state in which Employee is primarily employed, including but not limited to Illinois (765 ILCS 1060/2), Minnesota (Minn. Stat. § 181.78), North Carolina (N.C. Gen. Stat. § 66-57.1), Washington (RCW 49.44.140), or any other state with a similar statute. If no additional state notice is applicable, delete this section.]

INSTRUCTIONAL NOTE: Delete all state notices that are not applicable to the state in which Employee is primarily employed. At least one state notice corresponding to Employee's primary work location must be retained in the executed version of this Agreement. Consult with legal counsel to determine which notices are required.