Confidential Information and Invention Assignment Agreement

This page is the official standard-form Confidential Information and Invention Assignment Agreement (the NDA and inventions assignment). Each contractor signs their own copy on or before they begin. It supplements the Independent Contractor Agreement and forms an integral part of it. Placeholders in [brackets] are completed per contractor.

As a condition of becoming retained (or the Independent Contractor's consulting relationship being continued) by Intempt Technologies, a Texas corporation, or any of its current or future subsidiaries, affiliates, successors or assigns (collectively, the "Company"), and in consideration of Independent Contractor's consulting relationship with the Company and receipt of the compensation now and hereafter paid by the Company, the receipt of Confidential Information (as defined below) while associated with the Company, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Independent Contractor hereby agrees to the following:

1. Relationship

This Confidential Information and Invention Assignment Agreement (this "Agreement") will apply to the Independent Contractor's consulting relationship with the Company. If that relationship ends and the Company, within one (1) year thereafter, either retains or re-engages Independent Contractor as an Independent Contractor, this Agreement will also apply to such later consulting or contracting relationship, unless the parties hereto otherwise agree in writing. Any consulting or contracting relationship between the parties hereto, whether commenced prior to, upon or after the date of this Agreement, is referred to herein as the "Relationship."

2. Applicability to Past Activities

The Company and Independent Contractor acknowledge that the Independent Contractor may have performed work, activities, services or made efforts on behalf of or for the benefit of the Company, or related to the current or prospective business of the Company in anticipation of the Independent Contractor's involvement with the Company, that would have been "Services" if performed during the term of this Agreement, for a period of time prior to the Effective Date of this Agreement (the "Prior Consulting Period"). Accordingly, if and to the extent that, during the Prior Consulting Period: (i) Independent Contractor received access to any information from or on behalf of the Company that would have been Confidential Information (as defined below) if Independent Contractor received access to such information during the term of this Agreement; or (ii) Independent Contractor (a) conceived, created, authored, invented, developed or reduced to practice any item (including any intellectual property rights with respect thereto) on behalf of or for the benefit of the Company, or related to the current or prospective business of the Company in anticipation of Independent Contractor's involvement with the Company, that would have been an Invention (as defined below) if conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement; or (b) incorporated into any such item any pre-existing invention, improvement, development, concept, discovery or other proprietary information that would have been a Prior Invention (as defined below) if incorporated into such item during the term of this Agreement; then any such information shall be deemed "Confidential Information" hereunder and any such item shall be deemed an "Invention" or "Prior Invention" hereunder, and this Agreement shall apply to such activities, information or item as if disclosed, conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement.

3. Consulting Agreement

Independent Contractor has entered into an agreement with the Company on or about the date hereof to provide various services to the Company (the "Consulting Agreement"). The services rendered by the Independent Contractor under the Consulting Agreement are referred to herein as the "Services" and this Agreement is intended to supplement and form an integral part of the Consulting Agreement.

4. Confidential Information

(a) Protection of Information. Independent Contractor understands that during the Relationship, the Company intends to provide Independent Contractor with certain information, including Confidential Information (as defined below), without which Independent Contractor would not be able to perform the Services. At all times during the term of the Relationship and thereafter, Independent Contractor shall hold in strictest confidence, and not use, except for the benefit of the Company to the extent necessary to perform the Services, and not disclose to any person, firm, corporation or other Independent Contractor, without written authorization from the Company in each instance, any Confidential Information that Independent Contractor obtains from the Company or otherwise obtains, accesses or creates in connection with, or as a result of, the Services during the term of the Relationship, whether during or outside the performance of the Services, until such Confidential Information becomes publicly and widely known and made generally available through no wrongful act of Independent Contractor or of others who were under confidentiality obligations as to the item or items involved. Independent Contractor shall not make copies of such Confidential Information except as authorized by the Company or in the ordinary course of the provision of Services.

(b) Confidential Information. Independent Contractor understands that "Confidential Information" means any and all information and physical manifestations thereof not generally known or available outside the Company and information and physical manifestations thereof entrusted to the Company in confidence by third parties, whether or not such information is patentable, copyrightable or otherwise legally protectable. Confidential Information includes, without limitation: (i) Company Inventions (as defined below); and (ii) technical data, trade secrets, know-how, research, product or service ideas or plans, software codes and designs, algorithms, developments, inventions, patent applications, laboratory notebooks, processes, formulas, techniques, biological materials, mask works, engineering designs and drawings, hardware configuration information, agreements with third parties, lists of, or information relating to, employees and Independent Contractors of the Company (including, but not limited to, the names, contact information, jobs, compensation, and expertise of such employees and Independent Contractors), lists of, or information relating to, suppliers and customers (including, but not limited to, customers of the Company on whom Independent Contractor called or with whom Independent Contractor became acquainted during the Relationship), price lists, pricing methodologies, cost data, market share data, marketing plans, licenses, contract information, business plans, financial forecasts, historical financial data, budgets or other business information disclosed to Independent Contractor by the Company either directly or indirectly, whether in writing, electronically, orally, or by observation.

(c) Third Party Information. Independent Contractor's agreements in this Section 4 are intended to be for the benefit of the Company and any third party that has entrusted information or physical material to the Company in confidence. During the term of the Relationship and thereafter, Independent Contractor will not improperly use or disclose to the Company any confidential, proprietary or secret information of Independent Contractor's former clients or any other person, and Independent Contractor will not bring any such information onto the Company's property or place of business.

(d) Other Rights. This Agreement is intended to supplement, and not to supersede, any rights the Company may have in law or equity with respect to the protection of trade secrets or confidential or proprietary information.

(e) U.S. Defend Trade Secrets Act. Notwithstanding the foregoing, the U.S. Defend Trade Secrets Act of 2016 ("DTSA") provides that 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 (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (iii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

5. Ownership of Inventions

(a) Inventions Retained and Licensed. Independent Contractor has attached hereto, as Exhibit B, a complete list describing with particularity all Inventions (as defined below) that, as of the Effective Date: (i) have been created by or on behalf of Independent Contractor, and/or (ii) are owned exclusively by Independent Contractor or jointly by Independent Contractor with others or in which Independent Contractor has an interest, and that relate in any way to any of the Company's actual or proposed businesses, products, services, or research and development, and which are not assigned to the Company hereunder (collectively "Prior Inventions"); or, if no such list is attached, Independent Contractor represents and warrants that there are no such Inventions at the time of signing this Agreement, and to the extent such Inventions do exist and are not listed on Exhibit B, Independent Contractor hereby forever waives any and all rights or claims of ownership to such Inventions. Independent Contractor understands that Independent Contractor's listing of any Inventions on Exhibit B does not constitute an acknowledgement by the Company of the existence or extent of such Inventions, nor of Independent Contractor's ownership of such Inventions. Independent Contractor further understands that Independent Contractor must receive the formal approval of the Company before commencing Independent Contractor's Relationship with the Company.

(b) Use or Incorporation of Inventions. If in the course of the Relationship, Independent Contractor uses or incorporates into any of the Company's products, services, processes or machines any Invention not assigned to the Company pursuant to Section 5(d) of this Agreement in which Independent Contractor has an interest, Independent Contractor will promptly so inform the Company in writing. Whether or not Independent Contractor gives such notice, Independent Contractor hereby irrevocably grants to the Company a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with right to transfer and to sublicense, to practice and exploit such Invention and to make, have made, copy, modify, make derivative works of, use, sell, import, and otherwise distribute such Invention under all applicable intellectual property laws without restriction of any kind.

(c) Inventions. Independent Contractor understands that "Inventions" means discoveries, developments, concepts, designs, ideas, know-how, modifications, improvements, derivative works, inventions, trade secrets and/or original works of authorship, whether or not patentable, copyrightable or otherwise legally protectable. Independent Contractor understands this includes, but is not limited to, any new product, method, procedure, process, technique, use, system, design or configuration of any kind, or any improvement thereon. Independent Contractor understands that "Company Inventions" means any and all Inventions that Independent Contractor or Independent Contractor's personnel may solely or jointly author, discover, develop, conceive, or reduce to practice in connection with, or as a result of, the Services performed for the Company or otherwise in connection with the Relationship, except as otherwise provided in Section 5(g) below.

(d) Assignment of Company Inventions. Independent Contractor will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all of Independent Contractor's right, title and interest throughout the world in and to any and all Company Inventions and all patent, copyright, trademark, trade secret and other intellectual property rights and other proprietary rights therein. Independent Contractor hereby waives and irrevocably quit claims to the Company or its designee any and all claims, of any nature whatsoever, that Independent Contractor now has or may hereafter have for infringement of any and all Company Inventions. Any assignment of Company Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as "moral rights," "artist's rights," "droit moral," or the like (collectively, "Moral Rights"). To the extent that Moral Rights cannot be assigned under applicable law, Independent Contractor hereby waives and agrees not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law. If Independent Contractor has any rights to the Company Inventions, other than Moral Rights, that cannot be assigned to the Company, Independent Contractor hereby unconditionally and irrevocably grants to the Company during the term of such rights, an exclusive, irrevocable, perpetual, worldwide, fully paid and royalty-free license, with rights to sublicense through multiple levels of sublicensees, to reproduce, distribute, display, perform, prepare derivative works of and otherwise modify, make, have made, sell, offer to sell, import, practice methods, processes and procedures and otherwise use and exploit, such Company Inventions.

(e) Maintenance of Records. Independent Contractor may keep and maintain adequate and current written records of all Company Inventions made or conceived by Independent Contractor or Independent Contractor's personnel (solely or jointly with others) during the term of the Relationship. The records may be in the form of notes, sketches, drawings, flow charts, electronic data or recordings, laboratory notebooks, or any other format. The records will be available to and remain the sole property of the Company at all times. Independent Contractor shall not remove such records from the Company's systems except as expressly agreed in writing between the Contractor and the Company. Independent Contractor shall deliver all such records (including any copies thereof) to the Company at the time of termination of the Relationship as provided for in Section 6 and Section 7.

(f) Intellectual Property Rights. Independent Contractor shall assist the Company, or its designee, at its expense, in every proper way in securing the Company's, or its designee's, rights in the Company Inventions and any copyrights, patents, trademarks, mask work rights, Moral Rights, or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company or its designee of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which the Company or its designee shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, waive and shall never assert such rights, and in order to assign and convey to the Company or its designee, and any successors, assigns and nominees the sole and exclusive right, title and interest in and to such Company Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. Independent Contractor's obligation to execute or cause to be executed, when it is in Independent Contractor's power to do so, any such instrument or papers shall continue during and at all times after the end of the Relationship and until the expiration of the last such intellectual property right to expire in any country of the world. Independent Contractor hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Independent Contractor's agent and attorney-in-fact, to act for and in Independent Contractor's behalf and stead to execute and file any such instruments and papers and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters patent, copyright, mask work and other registrations related to such Company Inventions. This power of attorney is coupled with an interest and shall not be affected by Independent Contractor's subsequent incapacity.

(g) Exception to Assignments. Subject to the requirements of applicable state law, if any, Independent Contractor understands that the Company Inventions will not include, and the provisions of this Agreement requiring assignment of inventions to the Company do not apply to, any invention which qualifies fully under the provisions of applicable state law, if any, attached hereto as Exhibit B. In order to assist in the determination of which inventions qualify for such exclusion, Independent Contractor will advise the Company promptly in writing, during and for a period of six (6) months immediately following the termination of the Relationship, of all Inventions solely or jointly conceived or developed or reduced to practice by Independent Contractor or Independent Contractor's personnel in connection with, or as a result of, the Services performed for the Company during the period of the Relationship.

6. Company Property; Returning Company Documents

The Company's cloud infrastructure (including but not limited to AWS accounts, hosted repositories, and production systems) is subject to logging and access auditing. The Company does not monitor, log, or access Contractor's personal devices, networks, or accounts. Contractor's use of their own equipment to perform the Services does not grant the Company any right to inspect, image, or access such equipment. At the time of termination of the Relationship, Independent Contractor will deliver to the Company (and will not keep in Independent Contractor's possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, materials, flow charts, equipment, other documents or property, or reproductions of any of the aforementioned items developed by Contractor or Contractor's personnel pursuant to the Relationship or otherwise belonging to the Company, its successors or assigns.

The Independent Contractor confirms that after the consulting relationship is complete, all Company's data will be removed from the Independent Contractor's devices, including but not limited to computers, phones, tablets, and external drives.

7. Termination Certification

In the event of the termination of the Relationship, the Independent Contractor shall sign and deliver the "Termination Certification" attached hereto as Exhibit D; however, the Independent Contractor's failure to sign and deliver the Termination Certification shall in no way diminish Independent Contractor's continuing obligations under this Agreement.

8. Notice to Third Parties

During the periods of time during which the Independent Contractor is restricted in taking certain actions by the terms of Section 9 of this Agreement (the "Restriction Period"), the Contractor shall inform any Contractor or person with whom the Contractor may seek to enter into a business relationship (whether as an owner, contractor, or otherwise) of Contractor's contractual obligations under this Agreement. Independent Contractor acknowledges that the Company may, upon prior written notice to Contractor and whether during or after the term of the Relationship, notify third parties of Contractor's agreements and obligations under this Agreement. Upon written request by the Company, Contractor will respond to the Company in writing regarding the status of the Contractor's engagement or proposed engagement with any party during the Restriction Period.

9. Solicitation of Employees, Independent Contractors and Other Parties

As described above, Independent Contractor acknowledges that the Company's Confidential Information includes information relating to the Company's employees, Independent Contractors, customers and others, and Contractor will not use or disclose such Confidential Information except as authorized by the Company in advance in writing. Independent Contractor further agrees as follows:

(a) Employees, Independent Contractors. During the term of the Relationship, and for a period of twelve (12) months immediately following the termination of the Relationship for any reason, whether with or without cause, Contractor shall not, directly or indirectly, solicit any of the Company's employees or Independent Contractors to terminate their relationship with the Company, or attempt to solicit employees or Independent Contractors of the Company, either for Independent Contractor or for any other person or Independent Contractor.

(b) Other Parties. During the term of the Relationship, Independent Contractor will not influence any of the Company's clients, licensors, licensees or customers from purchasing Company products or services or solicit or influence or attempt to influence any client, licensor, licensee, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other Independent Contractor in competition with the business of the Company.

10. No Change to Duration of Relationship

Independent Contractor understands and acknowledges that this Agreement does not alter, amend or expand upon any rights Independent Contractor may have to continue in the consulting relationship with, or in the duration of Independent Contractor's consulting relationship with, the Company under any existing agreements between the Company and Independent Contractor, including without limitation the Consulting Agreement, or under applicable law.

11. Representations and Covenants

(a) Facilitation of Agreement. Independent Contractor shall execute promptly, both during and after the end of the Relationship, any proper oath, and to verify any proper document, required to carry out the terms of this Agreement, upon the Company's written request to do so.

(b) No Conflicts. Independent Contractor represents and warrants that Independent Contractor's performance of all the terms of this Agreement does not and will not breach any agreement Independent Contractor has entered into, or will enter into, with any third party, including without limitation any agreement to keep in confidence proprietary information or materials acquired by Independent Contractor in confidence or in trust prior to or during the Relationship. Independent Contractor will not disclose to the Company or use any inventions, confidential or non-public proprietary information or material belonging to any previous or current client, employer or any other party. Independent Contractor will not induce the Company to use any inventions, confidential or non-public proprietary information, or material belonging to any previous or current client, employer or any other party. Independent Contractor represents and warrants that Independent Contractor has listed on Exhibit C all agreements (e.g., non-competition agreements, non-solicitation of customers agreements, non-solicitation of employees agreements, confidentiality agreements, inventions agreements, etc.), if any, with a current or former client, employer, or any other person or Independent Contractor, that may restrict Independent Contractor's ability to perform services for the Company or Independent Contractor's ability to recruit or engage customers or service providers on behalf of the Company, or otherwise relate to or restrict Independent Contractor's ability to perform Independent Contractor's duties for the Company or any obligation Independent Contractor may have to the Company. Independent Contractor shall not enter into any written or oral agreement that conflicts with the provisions of this Agreement.

Independent Contractor further represents that Contractor does not presently perform or intend to perform, during the term of the Consulting Agreement, consulting or other services for, and Contractor is not presently engaged by and has no intention of being engaged by, companies whose businesses or proposed businesses in any way involve products or services that would be competitive with the Company's products or services, or those products or services proposed or in development by the Company (except for those companies, if any, listed on Exhibit C attached here to). If, however, the Contractor decides to do so, Contractor agrees that, in advance of accepting such engagement or agreeing to perform such services, Contractor will promptly notify the Company in writing, specifying the organization to which Contractor proposes to render services, and provide information sufficient to allow the Company to determine if such work would conflict with the interests of the Company.

(c) Voluntary Execution. Independent Contractor certifies and acknowledges that Independent Contractor has carefully read all of the provisions of this Agreement, that Contractor understands and has voluntarily accepted such provisions, and that Contractor will fully and faithfully comply with such provisions.

12. Electronic Delivery

The Company may, in its sole discretion, decide to deliver any documents related to this Agreement by electronic means or to request Independent Contractor's consent to receive such documents by electronic means. Independent Contractor hereby consents to receive such documents by electronic delivery and agrees to conduct business through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

13. Miscellaneous

(a) Governing Law. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of Texas, without giving effect to principles of conflicts of law.

(b) Entire Agreement. Except as described in Section 3, this Agreement sets forth the entire agreement and understanding between the Company and Independent Contractor relating to its subject matter and merges all prior discussions between the parties to this Agreement. No amendment to this Agreement will be effective unless in writing signed by both parties to this Agreement. The Company shall not be deemed hereby to have waived any rights or remedies it may have in law or equity, nor to have given any authorizations or waived any of its rights under this Agreement, unless, and only to the extent, it does so by a specific writing signed by a duly authorized officer of the Company. Any subsequent change or changes in Independent Contractor's duties, obligations, rights or compensation will not affect the validity or scope of this Agreement.

(c) Successors and Assigns. This Agreement will be binding upon Independent Contractor's successors and assigns, and will be for the benefit of the Company, its successors, and its assigns.

(d) Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party's address as set forth on the signature page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent address set forth in the Company's books and records.

(e) Severability. If one or more of the provisions in this Agreement are deemed void or unenforceable to any extent in any context, such provisions shall nevertheless be enforced to the fullest extent allowed by law in that and other contexts, and the validity and force of the remainder of this Agreement shall not be affected. The Company and Independent Contractor have attempted to limit Independent Contractor's right to use, maintain and disclose the Company's Confidential Information, and to limit Independent Contractor's right to solicit employees and customers only to the extent necessary to protect the Company from unfair competition. Should a court of competent jurisdiction determine that the scope of the covenants contained in Section 9 exceeds the maximum restrictiveness such court deems reasonable and enforceable, the parties intend that the court should reform, modify and enforce the provision to such narrower scope as it determines to be reasonable and enforceable under the circumstances existing at that time. In the event that any court or government agency of competent jurisdiction determines that, notwithstanding the terms of the Consulting Agreement specifying Independent Contractor's Relationship with the Company as that of an Independent Contractor, Independent Contractor's provision of services to the Company is not as an Independent Contractor but instead as an employee under the applicable laws, then solely to the extent that such determination is applicable, references in this Agreement to the Relationship between Independent Contractor and the Company shall be interpreted to include an employment relationship, and this Agreement shall not be invalid and unenforceable but shall be read to the fullest extent as may be valid and enforceable under the applicable laws to carry out the intent and purpose of this Agreement.

(f) Remedies. Independent Contractor acknowledges that violation of this Agreement by Independent Contractor may cause the Company irreparable harm, and therefore Independent Contractor agrees that the Company will be entitled to seek extraordinary relief in court, including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that the Company may have for a breach of this Agreement.

(g) Advice of Counsel. THE INDEPENDENT CONTRACTOR ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, CONTRACTOR HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND THE CONTRACTOR HAS READ AND UNDERSTANDS ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.

(h) Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement. Execution of a facsimile or scanned copy will have the same force and effect as execution of an original, and a facsimile or scanned signature will be deemed an original and valid signature.

Signatures

The parties execute this Confidential Information and Invention Assignment Agreement on the respective dates set forth below, to be effective as of the Effective Date first above written.

Intempt Technologies - Title, Name, Address, Postal code, State, City, Country, Date, Signature.

Independent Contractor - Title, Name, Address, Postal code, State, City, Country, Date, Signature.

Exhibit B: List of Prior Inventions and Original Works of Authorship Excluded Under Section 5(a)

The following is a list of all Inventions that, as of the Effective Date: (A) have been created by Independent Contractor or on Independent Contractor's behalf, and/or (B) are owned exclusively by Independent Contractor or jointly by Independent Contractor with others or in which Independent Contractor has an interest, and that relate in any way to any of the Company's actual or proposed businesses, products, services, or research and development, and which are not assigned to the Company hereunder:

Except as indicated above on this Exhibit, Independent Contractor has no inventions, improvements or original works to disclose pursuant to Section 5(a) of this Agreement.

• No additional sheets attached

Signature of Independent Contractor, Print Name, Date.

Exhibit C: List of Companies Excluded Under Section 11(b)

List any companies here, or mark as applicable:

• No companies
• No conflicts
• No agreements under Section 11(b)
• Additional sheets attached

Independent Contractor agrees: Print Name, Date.

Exhibit D: Termination Certification

Delivered on termination of the Relationship under Section 7. Confirms return of all Company property and data and acknowledges continuing obligations under this Agreement.