Obligation to Protect and Maintain as Confidential the Company’s Proprietary Information

I agree that, as part of my role at the Company, I am expected to make new contributions and Inventions (defined below) of value to the Company, many of which are dependent on my receipt from the Company of its Proprietary Information (as defined below). I acknowledge that my role as a creates a relationship of confidence and trust, and that my position places me in a unique position to receive and access the proprietary, trade secrets, and research, development, and business information applicable to the business of the Company and its clients and partners. I agree that this Proprietary Agreement is essential for my role as a , and shall be effective as the earlier of (i) the date I began working on the business that became the Company, (ii) the date of the Company's incorporation, or (iii) the first day of my provision of any services to the Company, its predecessors, founders, or affiliates.

I acknowledge that the Company possesses or has access to proprietary information that has been or will be created, discovered, or developed that has commercial value in the business in which the Company is engaged. All such information is hereinafter called “Proprietary Information” and, by way of illustration but not limitation, includes: secret or confidential information of the Company or its clients or partners; business and marketing plans, techniques, and strategies; confidential Company legal and financial information; financial statements of the Company or its clients; databases; client and prospect lists; client account profiles, client preferences, client files, and client confidential information; projections, budgets, costs; personnel data, salary scales, recruiting information, personnel files, and salary history data; product development ideas and methods; product placement strategies; know-how, formulae, and theories; research and research plans; compliance procedures; trade secrets; and other knowledge, data, or proprietary information relating to Inventions, products, processes, designs, formulas, developmental or experimental work, computer programs, and other original or proprietary works of the Company. Further, by way of illustration but not limitation, Proprietary Information includes the Company’s product roadmap.

I agree that all Proprietary Information shall be the sole property of the Company, and the Company shall be the sole owner of all trade secrets, patents, copyrights, and other rights in connection therewith. The absence of any marking or statement that particular information is “Confidential” or “Proprietary” shall not affect its status as Proprietary Information. I hereby assign to the Company any and all rights I may have or acquire in all Proprietary Information, including any work or contributions I made prior to the formal incorporation of the Company, or prior to signing this Agreement, that relate to the Company's business or were developed using the Company's resources.

Proprietary Information shall not include:

I agree that I shall bear the burden of proving that information is not Proprietary Information. I also understand that nothing in this Proprietary Agreement is intended to limit any rights to discuss the terms, wages, and working conditions of their role, as protected by applicable law.

I agree that all Proprietary Information shall be the sole property of the Company and its assigns, and the Company and its assigns shall be the sole owner of all trade secrets, patents, copyrights, and other rights in connection therewith.

I hereby irrevocably assign to the Company any and all rights I may have or acquire in all Proprietary Information, including all prior work completed by me in connection with the founding, development, or operation of the Company, regardless of whether such work was performed before or after the formal incorporation of the Company or the execution of this Agreement.

At all times during my role as a of the Company and at all times after my departure from the Company for any reason (“Termination”), I agree that I will hold in strict confidence and trust all Proprietary Information.

Except as may be necessary in the ordinary course of performing my duties for the Company, and except as requested by the Company’s attorneys, accountants, and agents who need to know and are subject to similar confidentiality obligations, I agree that:

I represent that I am not subject to any agreement containing intellectual property or non-competition restrictions that would limit my ability to assign IP or perform my duties at the Company.

I agree that, during my involvement with the Company, I will not breach any obligation of confidentiality or non-solicitation that I may have with any third party. I further represent that:

I recognize that the Company has received and in the future will receive from third parties their 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.

I agree that I owe the Company and such third parties, during the term of my involvement with the Company and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and, except as necessary in carrying out my work for the Company and for the benefit of the Company, consistent with the Company’s agreement with such third party.

Confidential Disclosure in Reporting Violations of Law or in Court Filings

I acknowledge, and the Company agrees, that I may disclose Proprietary Information in confidence, directly or indirectly, to federal, state, or local government officials (including but not limited to the ), or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law or regulation or making other disclosures that are protected under whistleblower provisions of state or federal laws or regulations.

Nothing in this Proprietary Agreement shall prevent me from disclosing information about unlawful acts in the workplace, and nothing in this Proprietary Agreement is intended to conflict with federal law protecting confidential disclosures of a trade secret to the government or in a court filing.

I hereby acknowledge that, pursuant to the Defend Trade Secrets Act, 18 U.S.C. § 1833, I may not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret:

Additionally, I acknowledge that if I sue the Company for retaliation based on the reporting of a suspected violation of law, I may disclose a trade secret to my attorney and use the trade secret information in the court proceeding, so long as:

Upon prior request, the Company will be responsible for its legal fees related to ensuring that a filing is made under seal.

Retaining and Assigning Inventions and Original Works

I have attached hereto as Appendix 1, a list describing all inventions, original works of authorship, developments, improvements, and trade secrets which were made by me prior to my involvement with the Company, which belong to me, which relate to the Company’s current and proposed business and products, and which are not assigned to the Company (collectively referred to as “Prior Inventions”);

or, if no such list is attached, I represent that there are no such Prior Inventions.

If, in the course of my work with the Company, I incorporate into a Company product, model, process, or program a Prior Invention owned by me or in which I have an interest, I hereby grant to the Company a nonexclusive, royalty-free, perpetual, irrevocable, worldwide, transferable, and sublicensable license to make, have made, modify, use, distribute, and import such Prior Invention as part of or in connection with such product, model, process, or program.

I agree that I will promptly make full written disclosure to the Company, and will hold in trust for the sole right and benefit of the Company, any and all Inventions, except as provided in Section 3.6 below.

Without limiting the foregoing, my disclosure obligation shall continue after my departure from the Company with respect to anything that would be considered an Invention if made, conceived, reduced to practice, or learned during my time as a founder or service provider to the Company, unless such Invention is wholly unrelated to the business of the Company and its disclosure would violate my trade secret obligations to a third party.

Definition of "Inventions":

“Inventions” means original works of authorship, algorithms, models, software, programs, software code and tools, developments, concepts, formulae, product development ideas and methods, inventions, improvements, designs, documents, discoveries, ideas, trademarks, and trade secrets, whether or not patentable or registrable under copyright or similar laws, which I may solely or jointly conceive, develop, or reduce to practice, or cause to be conceived, developed, or reduced to practice:

I hereby irrevocably assign and transfer to the Company all of my right, title, and interest in and to all Inventions, including all trade secrets, patents, copyrights, and other rights of any sort in connection therewith.

I further acknowledge that all original works of authorship that are made by me (solely or jointly with others) within the scope of, and during the period of, my work for the Company and which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act (17 USC §101).

I agree that all Inventions shall be the sole property of the Company and its assigns, and the Company and its assigns shall be the sole owner of all trade secrets, patents, copyrights, and other rights in connection therewith.

I understand and agree that the decision whether or not to commercialize or market any Inventions developed by me solely or jointly with others is within the Company’s sole discretion and for the Company’s sole benefit, and that no royalty will be due to me as a result of the Company’s efforts to commercialize or market any such Invention.

I hereby waive and irrevocably quitclaim to the Company or its designee any and all claims, of any nature whatsoever, that I now have or may hereafter have for infringement or misappropriation of any and all Proprietary Information, Company Inventions, and intellectual property rights related thereto.

I also hereby irrevocably waive and agree never to assert any rights of integrity, attribution, or any rights known as “moral rights” with respect to any Inventions.

In addition, the Company may use my name and likeness on or in connection with any technical or promotional material published by the Company without further authorization from or compensation to me.

I agree to keep and maintain adequate and current written records of all Proprietary Information developed by me and all Inventions made by me (solely or jointly with others) during the term of my work with the Company. These records will remain the sole property of the Company at all times.

I agree that my obligation to assist the Company in obtaining United States or foreign patents, copyrights, or mask work rights covering Inventions assigned hereunder to the Company shall continue beyond my departure from the Company. The Company shall compensate me at a reasonable rate for time actually spent assisting with such matters after my departure. Such assistance may include (but is not limited to):

If the Company is unable, because of my mental or physical incapacity or for any other reason, to secure my signature to apply for or to pursue any application for any United States or foreign letters patent, copyrights, or mask work rights covering Inventions or other rights assigned to the Company as above, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney-in-fact, to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent, copyrights, and mask work rights or other rights assigned to the Company as above with the same legal force and effect as if executed by me.

I understand that the provisions of Section 3.2 of this Agreement requiring assignment of Inventions to the Company do not apply to any Invention that qualifies fully under the provisions of Section 2870 of the California Labor Code, or any similar state invention law. Section 2870 of the California Labor Code states as follows:

However, I understand and agree that I must disclose to the Company all Inventions that I believe qualify under Labor Code Section 2870 (or any similar state invention law), as required by Section 3.2, so that the Company may determine whether such Inventions do in fact qualify for this limited exclusion from assignment.

The Company agrees to keep in confidence and not disclose to third parties without my consent any confidential information disclosed in writing to the Company relating to Inventions that qualify fully under the provisions of Section 2870 of the California Labor Code or similar laws.

No Conflicting Activities

I agree that during my role as a founder, officer, or executive of the Company, I will not engage in any business activity, employment, consulting, or investment that directly or indirectly competes with the Company or conflicts with my obligations to the Company.

I acknowledge and agree that:

Return of Company Property and Information

I agree that all property, documents, data, records, papers, files, tangible items, computers, storage media, devices, and other information and materials, in any format and whether or not pertaining to Proprietary Information, furnished to me by the Company or produced by myself or others in connection with my work as a founder, officer, or service provider shall be and remain the sole property of the Company and shall be returned promptly to the Company as and when requested by the Company.

Even should the Company not so request, I shall return and deliver all such property in unaltered form immediately upon the termination of my involvement with the Company, and I will not recreate, take with me, export, or retain any access to such data or property, any reproduction of such property, or any materials or products derived from such property. I further agree that I will not copy, delete, or alter any information contained on my computers, phones, devices, or equipment (or “factory reset” or wipe them in any manner) before such items are returned to the Company.

I further agree that any property and information situated on the Company’s premises and/or owned by the Company, including devices, equipment, disks, media, electronic workspaces, storage devices, cloud-based data storage, email, voicemail, filing cabinets, desks, or other work areas and systems, is subject to monitoring, search, and/or inspection by the Company at any time with or without notice. I agree that I have no expectation of privacy in such areas, systems, or property.

In addition, I agree that if I have used any personal computer, device, equipment, server, cloud-based, or email system to receive, store, review, prepare, or transmit any Company information, including but not limited to Proprietary Information (“Personal Systems”), I agree that the Company may access such Personal Systems to install applications and either directly or remotely inspect, modify, and make a computer-usable copy of all information thereon, and then permanently lock, encrypt, delete, and/or expunge all Company information from such Personal Systems.

Upon the termination of my involvement with the Company or as otherwise requested by the Company, I agree to cooperate with and provide to the Company passwords for and full access to each of my Personal Systems to verify my compliance with this Proprietary Agreement and/or ensure that any necessary inspection, modification, copying, encryption, and/or deletion is completed.

I acknowledge that my failure to provide my Personal Systems to the Company upon the Company’s request may result in the remote wiping of my Personal Systems for security reasons, and I hereby expressly assume the risk for any resulting loss of my personal data, applications, photos, and information. I also agree to, at the time of termination of my role or thereafter, certify in writing, in a format acceptable to the Company, that I have fully complied with each of my obligations herein.

Online Accounts

I agree that any domains, usernames, handles, social media accounts, and similar online accounts that I register on behalf of the Company and that relate to the Company or its intellectual property rights (the “Online Accounts”) shall be registered in the name of the Company, except to the extent that such registration requests by the Company are prohibited by law.

The term “Online Accounts” shall exclude any domains, usernames, handles, social media accounts, and similar online accounts that I have registered, or may in the future register, under my name exclusively for my personal use and that do not relate to the Company’s business, intellectual property, or brand identity.

If any Online Account that is not registered (or, by the terms of such Online Account, cannot be registered) in the name of the Company is registered in my name or under my control, I agree to assign ownership and control of such Online Account to any person designated by the Company upon the Company’s request.

I agree to use any Online Account, whether registered in my name or the name of the Company, in compliance with any applicable policies or guidelines of the Company.

Relationship with the Company

I understand and acknowledge that, except as may be explicitly provided in a separate written agreement signed by the Company’s Board of Directors, my relationship with the Company is governed by the terms of any applicable .

If I provide services to the Company under an employment agreement, I acknowledge that my employment may be "at-will," as defined under applicable law, meaning that either I or the Company may terminate the employment relationship at any time for any reason or no reason, without further obligation or liability, other than those provisions of this Agreement that explicitly survive my departure from the Company.

Upon departure from the Company for any reason, I agree to:

Notification

I agree that the Company may notify any future or prospective investor, acquirer, business partner, or employer about my rights and obligations under this Proprietary Agreement.

All notices shall be sent to:
Company Contact Email:
Contact Email:

Enforcement

Each party will receive benefits under this Proprietary Agreement, and I acknowledge that, due to the unique nature of my role as a founder, officer, or executive, and the sensitive nature of the subject matter herein, either party may not have an adequate remedy at law or in an arbitration forum in the event that this Proprietary Agreement is not fully performed in accordance with its terms.

Therefore, I agree that:

Both parties submit to the jurisdiction of a court of law in California for such proceedings.

General Provisions

This Proprietary Agreement will be construed in accordance with, and all disputes hereunder shall be governed first by any Agreement to Arbitrate between the Parties, and otherwise enforced and interpreted in accordance with the laws of the .

I acknowledge and agree that I have carefully read and that I understand this Proprietary Agreement, and that I have had an opportunity to seek the advice of legal counsel of my own choice, at my own expense, or that I have voluntarily declined to seek the advice of such legal counsel before signing it.

I further acknowledge and agree that I understand the terms, consequences, and binding effect of this Proprietary Agreement, and I am signing this Proprietary Agreement voluntarily, without coercion or undue influence.

This Proprietary Agreement is intended as the complete, final, and exclusive agreement between the parties regarding Proprietary Information, ownership of and assignment of Inventions, and supersedes all prior understandings, writings, proposals, representations, or communications (whether oral or written) relating to the subject matter hereof. This Proprietary Agreement may not be modified except by a writing executed by me and the Company’s Board of Directors, President, or other Designated Representative. Any subsequent change or changes in my title, role, equity ownership, or responsibilities will not affect the validity or scope of this Proprietary Agreement. I also understand that, from time to time, the Company may update its standard form of Proprietary Information and Inventions Assignment Agreement and request that I execute the updated version. In such circumstances, my continued role as a founder, officer, or shareholder may be conditioned upon executing the Company’s then-current form of Proprietary Information and Inventions Assignment Agreement, to the extent permitted by applicable law and any existing agreements governing my relationship with the Company.

Failure by either me or the Company to enforce compliance with any provision of this Proprietary Agreement shall not constitute a waiver of such provision unless accompanied by a clear written statement that such provision is waived. A waiver of any single default or violation of this Agreement shall not be deemed a continuing waiver or a waiver of any other default or provision.

It is my desire and intent that the provisions of this Proprietary Agreement shall be enforced to the fullest extent permissible under the law and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, in the event that any clause or provision of this Proprietary Agreement would be held by any court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such clause or provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Proprietary Agreement or affecting the validity or enforceability of such clause or provision in any other jurisdiction. Notwithstanding the foregoing, if such individual clause or provision could be modified or more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so modified or narrowly drawn in a way which carries out as nearly as possible the original intent of the parties, without invalidating the remaining provisions of this Proprietary Agreement or affecting the validity or enforceability of such clause or provision in any other jurisdiction. If, moreover, any one or more of the provisions contained in this Proprietary Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it to the least amount possible so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

This Proprietary Agreement will survive the termination of my involvement with the Company for any reason and will be binding upon my heirs, executors, administrators, and other legal representatives. It will protect the Proprietary Information of, and be for the benefit of, the Company and its successors and assigns.

Headings in this Proprietary Agreement are for convenience only and are not intended to impact its interpretation.

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