Confidentiality and Intellectual Property Assignment Agreement (Employees and Contractors)

This Confidentiality and Intellectual Property Assignment Agreement (the "Agreement") is between Vitabyte, Inc., a New York corporation with its principal office at 3525 30th Ave, Suite 306, Astoria, NY 11103 (together with its subsidiaries and affiliates, the "Company"), and the individual who signs it ("you"). If you are engaged through your own company, that company also signs through you and is bound, and you are personally bound as well.

It applies to every employee and every independent contractor of the Company. It covers your whole engagement with the Company, including any period before the date you sign during which you performed work for the Company, and any later engagement in a different role. In this Agreement, "engagement" means your employment or your contractor relationship, as the case may be.

You are signing this Agreement in consideration of your engagement or continued engagement, access to the Company's Confidential Information, and the pay or fees you receive, which you agree are sufficient.

Confidential Information means all non-public information of or held by the Company, in any form, that you learn, receive or create during your engagement, whether or not marked confidential. It includes everything relating to the Company's products and services, including Translink (identity hub, payments portal and developer API), VITAPOS (Android point-of-sale application, APKs and back office), VitaRemote (remote management agents and console), VITABYTE CRM, Angie and Angie Eats (guest ordering and AI assistant), and its food and beverage inventory product; their source code, object code, commit history, builds, APKs, agents, firmware, database schemas, interfaces, prompts, model configurations, evaluation sets, infrastructure, credentials, security measures, designs, roadmaps, pricing, costs, vendor and processor arrangements, business and financial plans, and all customer, merchant, guest, employee and cardholder data. It also includes information that third parties have entrusted to the Company.

Work Product means everything that you create, conceive, develop, reduce to practice or contribute to, alone or with others, during your engagement, that (a) relates to the Company's actual or demonstrably anticipated business, research or development; (b) results from any work you perform for the Company; or (c) is made using the Company's equipment, supplies, facilities, accounts, systems or Confidential Information. Work Product includes software and source code, object code, scripts, configurations, designs, user interfaces, graphics, documentation, specifications, prompts, model configurations, trained models, weights, datasets and data, databases, processes, methods, inventions, discoveries, ideas, improvements, and works of authorship, whether or not patentable or registrable.

Intellectual Property Rights means all patents, patent applications, copyrights, moral rights, trade secrets, trademarks, trade dress, database rights, design rights, rights in know-how, and all other intellectual property and proprietary rights anywhere in the world, including all registrations, renewals, extensions, continuations, divisionals, and the right to sue for past, present and future infringement.

Prior Inventions means inventions, works and other intellectual property that you created before your engagement with the Company began, that you own or have an interest in, and that you list in Schedule A.

During your engagement and afterwards, you will:

• hold all Confidential Information in strict confidence and use it only to perform your work for the Company;
• not disclose it to anyone outside the Company, or to anyone inside the Company who does not need it for their work, without the Company's written authorization;
• follow the Company's security, access, device and data-handling policies as updated from time to time;
• not access systems, data or code you are not authorized to access, even if technically able to; and
• tell the Company immediately, in writing by mail (certified mail or courier) to Vitabyte, Inc., Attn: George Karabelas, CEO, 3525 30th Ave, Suite 306, Astoria, NY 11103, if you learn of any loss, unauthorized access, use or disclosure of Confidential Information.

Your duties under this section continue after your engagement ends for as long as the information remains confidential, and, for trade secrets, for as long as they remain trade secrets under applicable law.

Nothing in this Agreement prevents you from: reporting possible violations of law or regulation to, filing a charge with, communicating with, or participating in an investigation by any government agency, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board or the New York State Division of Human Rights, without notice to the Company; receiving a whistleblower award; discussing or disclosing your own wages, hours or other terms and conditions of employment, or the underlying facts of any claim of discrimination, harassment or retaliation; testifying truthfully in any legal proceeding; or exercising any right under Section 7 of the National Labor Relations Act. You may not, however, disclose the Company's attorney-client privileged information or customer, merchant or cardholder data except as the law specifically permits.

To protect source code and customer data, you agree to the following:

1. No personal copies. You will not copy, clone, download, forward, sync, upload or store any Company source code, data or other Confidential Information to a personal email account, personal source code repository (including personal accounts on public code hosting services), personal cloud storage, personal messaging app, or personal or unmanaged device, unless the Company has approved that device or account in writing and it is enrolled in the Company's management controls.
2. Approved AI tools only. You will not paste, upload, attach, dictate or otherwise submit Company source code, data, designs, prompts or other Confidential Information to any artificial intelligence, large language model, coding assistant, transcription or similar tool or service unless it is approved by the Company and used only in the Company-approved account and mode. You will never use a tool or mode that retains inputs, trains or improves any model on them, or makes them available to its provider or others, unless the Company has approved that specific use in writing.
3. No recordings. You will not record or transcribe meetings or screens that show Confidential Information except with Company-approved tools and the consent required by law and Company policy.
4. Monitoring. You acknowledge that, to the extent permitted by law, the Company may monitor and log use of its systems, accounts, repositories, networks and Company-managed devices, and that you have no expectation of privacy in them. Where New York Civil Rights Law §52-c requires notice of electronic monitoring, this paragraph and the Company's separate notice provide it.

Work made for hire. All copyrightable Work Product that you create as an employee within the scope of your employment is a "work made for hire" under 17 U.S.C. §101, and the Company is its author and owner from creation. For a contractor, Work Product that falls within one of the categories of commissioned works listed in 17 U.S.C. §101 is a work made for hire to the extent the law allows.

Present assignment. To the extent any Work Product, or any Intellectual Property Right in it, is not a work made for hire or does not otherwise vest in the Company automatically, you hereby assign, and agree to assign, to the Company all of your right, title and interest in and to all Work Product and all Intellectual Property Rights in it, as of the moment it is created, free of any lien or claim. This assignment covers Work Product in any form and includes code, designs, documentation, prompts, model configurations, trained models, data, inventions, improvements, patents, copyrights and trade secrets.

Moral rights. To the extent permitted by law, you irrevocably waive, and agree never to assert, any moral rights, rights of attribution or integrity, or similar rights in any Work Product, and you consent to the Company modifying, adapting, publishing or using it without naming you.

Licence fallback. If any right in Work Product cannot be assigned or waived under applicable law, you grant the Company an exclusive, perpetual, irrevocable, worldwide, fully paid, royalty-free licence, with the right to sublicense through multiple tiers, to use, reproduce, modify, distribute, perform, display, make, have made, sell and otherwise exploit it, and you agree not to assert that right against the Company or its customers, licensees or successors.

No further payment. Your pay or fees are full compensation for the Work Product and the rights granted in this section. You are not entitled to any royalty or additional payment.

If you are an employee, section 5 does not apply to, and you are not required to assign, any invention that you developed entirely on your own time without using the Company's equipment, supplies, facilities or trade secret information, except for an invention that either:

1. relates, at the time it was conceived or reduced to practice, to the Company's business, or to the Company's actual or demonstrably anticipated research or development; or
2. results from any work you performed for the Company.

This section is intended to comply with, and will be read to give you every protection of, New York Labor Law §203-f. Inventions within one of the two exceptions belong to the Company under section 5. If you claim that an invention is excluded under this section, you will disclose it to the Company in confidence under section 8 so that its status can be confirmed; the Company will keep that disclosure confidential and will not use it for any purpose except confirming ownership.

If you are a contractor, section 5 applies only to Work Product as defined in section 1, so work you do entirely for others, on your own time and resources, and unrelated to your services for the Company or its Confidential Information, is not assigned.

You have listed in Schedule A every Prior Invention that you want to exclude from this Agreement. If you list none, or leave Schedule A blank, you represent that there are none. You will not list anything that is Confidential Information of a former employer or other third party; describe such an item only by name and owner.

You will not incorporate any Prior Invention, or anything owned by a third party, into any Work Product or Company product without the Company's prior written approval. If you do incorporate a Prior Invention (with or without approval), you grant the Company a non-exclusive, perpetual, irrevocable, worldwide, fully paid, royalty-free licence, with the right to sublicense through multiple tiers, to use, reproduce, modify, distribute, make, have made, sell and otherwise exploit that Prior Invention as part of, or in connection with, that Work Product or product and its successors.

You will promptly and fully disclose to the Company in writing all Work Product that may be patentable or otherwise protectable, and any invention you believe falls within section 6. You will keep adequate, current written records of your Work Product in the form the Company specifies, including commit history in Company repositories. These records are Company property. For one (1) year after your engagement ends, you will disclose to the Company any patent application you file that relates to work you did for the Company or its Confidential Information, so that ownership can be determined; any invention conceived during your engagement is presumed to be Work Product unless you prove otherwise.

During and after your engagement, you will help the Company, at its expense, to obtain, register, maintain, defend and enforce its Intellectual Property Rights in Work Product, including by signing applications, assignments and declarations and by giving testimony. The Company will pay you a reasonable hourly rate for time spent on this after your engagement ends.

If the Company cannot obtain your signature on any document needed for those purposes after reasonable effort, you irrevocably appoint the Company and its authorized officers as your agent and attorney-in-fact to sign and file that document and do all other lawful acts in your name. This appointment is coupled with an interest and survives your death or incapacity.

You will not bring to the Company, use in your work, or disclose to the Company any confidential information, trade secrets, source code or other proprietary material of any former employer, client or other third party unless that party has authorized it in writing and the Company has approved it. You represent that your engagement and performance of this Agreement do not breach any agreement you have with anyone else, including any confidentiality, non-solicitation or non-competition obligation, and that you have told the Company in writing about any such agreement that could affect your work.

You will use open-source or third-party code, models, datasets or content in Company work only as permitted by the Company's open-source and third-party software policy, and you will record its source and licence as that policy requires. You will never introduce material under a licence that would require the Company to disclose or license its own source code, unless the Company has approved it in writing.

You will not reverse engineer, decompile, disassemble, decrypt or attempt to derive the source code, keys, prompts or internal design of any Company product, build, APK, agent, firmware or service, or of any third-party product that the Company licenses, except as part of work the Company assigns to you and within the limits of that assignment.

During your engagement, you will promptly disclose in writing to the Company any business, investment, family relationship, outside engagement or other interest that conflicts, or reasonably appears to conflict, with your duties to the Company, including any interest in a competitor, customer, merchant, supplier or processor of the Company. Contractors may provide services to others, but will not do so using Confidential Information or in a way that breaches this Agreement. Employees will follow the Company's outside-activity policy as permitted by New York Labor Law §201-d.

When your engagement ends, or earlier when the Company asks, you will immediately:

• return all Company devices, security keys, badges, documents and other property;
• return or, if the Company instructs, permanently delete all Confidential Information and Work Product in your possession, including from any personal device, account, repository, cloud storage or email, and not keep any copy;
• disclose to the Company every password, key or credential needed to access Company devices, accounts or Work Product; and
• sign and deliver a written certification, in the form the Company provides, that you have done these things.

Before deleting anything from a personal device or account, you will allow the Company, if it asks, to confirm the deletion and to recover Company material, using a reasonable process that avoids accessing your personal information.

For twelve (12) months after your engagement ends, for any reason, you will not, directly or through anyone else:

1. solicit, recruit or encourage any employee or individual contractor of the Company with whom you worked, or whom you supervised, during the last twelve (12) months of your engagement to leave the Company or reduce their work for it; or
2. solicit, or accept business from, any customer or merchant of the Company with whom you had material business contact, or about whom you received Confidential Information, during the last twenty-four (24) months of your engagement, for the purpose of providing products or services that compete with the Company's.

This section does not apply to general advertising not aimed at Company personnel, to hiring someone who responds to such advertising without other solicitation, or to any customer or merchant with whom you had a business relationship that you developed independently, before and outside your engagement with the Company. You agree these limits are reasonable and necessary to protect the Company's legitimate interests in its Confidential Information and the customer goodwill it paid you to develop.

This Agreement contains no non-competition clause. Nothing in it prevents you, after your engagement ends, from working for any employer, starting any business, or providing services to anyone, including a competitor of the Company, so long as you comply with your confidentiality, data, ownership and non-solicitation obligations under this Agreement.

Under 18 U.S.C. §1833(b), an individual will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret that is made (a) in confidence to a federal, state or local government official, directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other document filed in a lawsuit or other proceeding, if that filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to his or her attorney and use it in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret except under court order.

Employees. If you are an employee, your employment is at will unless a separate written agreement signed by an authorized officer of the Company says otherwise. Either you or the Company may end your employment at any time, with or without cause or notice. Nothing in this Agreement changes that.

Contractors. If you are an independent contractor, nothing in this Agreement makes you an employee, partner or agent of the Company or entitles you to employee benefits. Your status as an independent contractor is unchanged, and your services remain governed by your separate services agreement. If this Agreement and that services agreement conflict on confidentiality or ownership of work, the provision more protective of the Company controls.

You acknowledge that a breach of sections 2, 4, 5, 10, 11, 13 or 14 would cause the Company irreparable harm that money damages could not adequately remedy. The Company is entitled to a temporary restraining order, preliminary and permanent injunctive relief and specific performance to prevent or stop any actual or threatened breach, without posting a bond or other security and without proving actual damages, in addition to all other remedies at law or in equity. The twelve-month period in section 14 is extended by any period during which you are in breach of it, to the extent a court allows.

• Survival. Sections 1 through 18 and this section survive the end of your engagement, however it ends, and the end of this Agreement.
• Severability and blue-pencil. If a court finds any provision unenforceable as written, the court should modify it to the minimum extent necessary to make it enforceable, including by reducing its duration, scope or reach, and enforce it as modified. The remaining provisions stay in full effect.
• Entire agreement. This Agreement, with Schedule A, is the entire agreement about its subject matter and replaces any earlier agreement about it, except that it adds to, and does not reduce, the Company's rights under any earlier confidentiality or assignment agreement you signed.
• Amendment and waiver. Changes must be in writing signed by you and an authorized officer of the Company. A failure or delay in enforcing a right is not a waiver.
• Assignment. The Company may assign this Agreement to an affiliate or to any successor to its business. You may not assign it.
• Notifying new engagements. For twelve (12) months after your engagement ends, you will give a copy of sections 2, 5, 13, 14 and 15 to any new employer or client before you start work for them, and the Company may also notify them of your obligations.

This Agreement is governed by the laws of the State of New York, without regard to conflict-of-law rules. You and the Company submit to the exclusive jurisdiction and venue of the state and federal courts located in the Eastern District of New York for any dispute arising out of or relating to this Agreement, except that the Company may seek injunctive relief in any court of competent jurisdiction.

YOU AND THE COMPANY KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

You and the Company agree to sign this Agreement electronically and agree that an electronic signature has the same legal effect as a handwritten signature, under the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. §7001 et seq.) and New York's Electronic Signatures and Records Act (N.Y. State Technology Law §301 et seq.).

You sign by ticking an unchecked acceptance box for this document in Vitabyte's identity hub and typing your full name and title. The Company records the document title and version, a SHA-256 hash of the exact text accepted, the date and time, your IP address and your browser user agent, in an append-only record that cannot be edited or deleted. You agree that this record is admissible as evidence that you signed this exact text, and you will not contest its validity or admissibility on the ground that it is electronic. You confirm that you have read this Agreement, had the opportunity to ask questions and to consult a lawyer of your choice, and sign it voluntarily.

List each Prior Invention you want to exclude. Do not disclose any third party's confidential information; give only a non-confidential title and the owner. Enter the schedule in the Prior Inventions field when you sign in the Vitabyte hub, or send it in writing by mail (certified mail or courier) to Vitabyte, Inc., Attn: George Karabelas, CEO, 3525 30th Ave, Suite 306, Astoria, NY 11103 before you sign; it forms part of this Agreement and is kept with your signature record.

Choose one:

• [ ] None. I have no Prior Inventions to list.
• [ ] Listed above. The table above lists all of my Prior Inventions.
• [ ] Additional pages. My Prior Inventions continue on the stated number of additional pages sent by mail to the Company before I signed.

If none of these is chosen and the table is blank, you are treated as having chosen None.

The Company accepts this Agreement either by its authorized signatory countersigning electronically or by granting you access to Company systems or Confidential Information after you have signed, whichever happens first.

Questions about this Agreement: in writing by mail (certified mail or courier) to Vitabyte, Inc., Attn: George Karabelas, CEO, 3525 30th Ave, Suite 306, Astoria, NY 11103.