Proprietary Rights and Non-Competition Agreement

Pax8 Inc. (“Pax8” or the “Company”) and the Employee who signs this document (“Employee”) agree as follows:

1. APPLICABILITY NOTICE.
In the event Employee resides in or moves to one of the states listed in Exhibit A, Employee must consult Exhibit A because it contains terms and conditions that may replace terms and conditions found in the body of this Proprietary Rights and Non-Competition Agreement (“Agreement”). The terms and conditions in Exhibit A, control over the terms and conditions contained in the body of this Agreement.

2. AFFILIATES.

References in this Agreement to “affiliates” or an “affiliate” shall mean any legal entity directly or indirectly controlling, controlled by, or under common control with Pax8. Notwithstanding the fact that the term Pax8 is referred to in this Agreement in the singular, rather than the plural, references to “Pax8” shall be understood to include any affiliate with which Employee is at any time employed or with respect to which Employee is provided Confidential Information (defined below) or has other involvement, and references to the Confidential Information, intellectual property, customers, employees, and business relationships of Pax8 shall include those of such related affiliates. For the sake of clarity, this means that references in this Agreement to employment with Pax8 includes employment with any affiliates of the corporate party to this Agreement that occurred prior to, or that occurs subsequent to, Employee’s employment with the corporate party to this Agreement. Employee agrees that Pax8 may assign this Agreement, or any rights under this Agreement, at its discretion. This Agreement will inure to the benefit Pax8’s successors in interest, affiliates, purchasers, or assignees, and may be enforced by any one or more of them, without need of any further authorization or agreement from Employee.

3. ITEMS PROVIDED TO EMPLOYEE.

Pax8 will provide Employee with one or more of the following: (a) Confidential Information (accessible through a system password or other means) as well as updates, when called for; (b) authorization to communicate with customers prospective customers, vendors, partners, and other parties Pax8 may do business with (collectively “Third Parties”) and reimbursement of customer development expenses in accordance with policy limits; and/or (c) authorization to participate in specialized training related to Pax8’s business. Pax8 agrees to have Employee provided with one or more of these items, and any other consideration referred to in this Agreement, in reliance upon Employee’s promise to abide by the restrictions in this Agreement. Employee agrees that it would give Employee an unfair competitive advantage if Employee’s activities were not restricted as provided for in this Agreement during Employee’s employment and for a reasonable time after the date Employee’s employment with Pax8 ends.

4. NONDISCLOSURE

4.1. Recognition of Rights; Nondisclosure. All Confidential Information learned, discovered, or created by Employee during Employee’s employment with Pax8, that is not at the time it is learned the property of a third party is, and shall be, the sole property of Pax8 or Pax8’s assignee or designee. At all times during Employee’s employment with Pax8, and thereafter, Employee will hold in strictest confidence and will not disclose, use, or rely upon (except in connection with the performance of the Employee’s authorized employment duties), Pax8’s (or its assignee’s or designee’s) Confidential Information, unless expressly authorized by an executive at the C-level or above in a document signed by the C-level executive or above in ink. Employee will obtain such written approval before submitting for publication any material (written or otherwise) that relates to Employee’s employment and/or incorporates any Confidential Information. Pax8 will not unreasonably withhold consent to the publication of any material submitted by Employee, if the material to be published does not reveal any Confidential Information.

4.2. Conditional Time Limit on Post-Employment Disclosure. If, and only if, it is required by controlling law in order to make Section 4.1 enforceable, that portion of Section 4.1 that creates a restriction on Employee’s post-employment use of Confidential Information that does not qualify as a trade secret will expire on the later of three (3) years after Employee’s employment with Pax8. Employee’s obligations regarding protection of trade secret information have no time limitation and will remain in effect as long as the information qualifies as a trade secret.

4.3. Confidential Information. The term “Confidential Information” means any and all non-public information of Pax8, or of a Third Party, and it includes but is not limited to any “trade secrets” as that term is defined in the version of the Uniform Trade Secrets Act applicable to Employee or as defined in the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1839, as applicable. By way of illustration, but not limitation, “Confidential Information” includes non-public information, or public information compiled in a manner that provides an advantage to Pax8, relating to current services, current products, products or services under development, features, research and development, processes, specifications, policies, Inventions (defined below), testing, qualification, bills of materials, equipment, patent applications know-how, designs, drawings, technical data, test data, formulas, methods, training, samples, media, developmental or experimental work, improvements, discoveries, software, firmware, algorithms, hardware or software configuration information, manufacturing information, marketing plans, business plans, budgets, strategies, financial information, sales information, cost information, profit information, pricing information, pricing methodology, manuals, forms, sales techniques, customer information, customer lists, customer needs and/or preferences, supplier information, vendor information, and employee information. Notwithstanding the foregoing, Confidential Information does not include (a) information which is known by the public or becomes known to the public, in the trade or in the industry, which is not gained as a result of a breach of this Agreement, (b) Employee’s own skill, knowledge, know-how, and experience gained outside of Employee’s employment with Pax8, or (c) information that is already independently known to Employee as shown by written records in existence prior to Employee’s employment with Pax8.

4.4. Third Party Information. Employee understands that Pax8 has received, and in the future will receive, Confidential Information from Third Parties (“Third Party Information”) that is subject to a duty to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of Employee’s employment with Pax8, and thereafter, Employee will hold Third Party Information in the strictest confidence and will treat such Third Party Information with the same care as the Confidential Information as set forth in Section 4.1. In addition, Employee will not disclose Third Party Information to anyone other than personnel, agents, and consultants of Pax8 who are authorized to know and who need to know the Third Party Information in connection with their work for Pax8. Employee will not use Third Party Information outside the course and scope of Employee’s work for Pax8.

4.5. No Improper Use of Information of Prior Employers and Others. During Employee’s employment with Pax8, Employee will not improperly use or disclose any Confidential Information of any former employer or any other person to whom Employee has an obligation of confidentiality, nor will Employee obtain, record, disclose, reply upon, or use any Confidential Information belonging to any other entity or person without such other entity’s or person’s prior written authorization. Employee will not use or bring onto the premises of Pax8 any property, including unpublished documents, belonging to any former employer or any other person or entity unless consented to in writing by that entity or person. During Employee’s employment with Pax8, Employee will use only information which is generally known and used by persons with training and experience comparable to Employee’s own training and experience, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by Pax8.

5. ASSIGNMENT OF PROPRIETARY RIGHTS.

5.1. Proprietary Rights. The term “Proprietary Rights” means ownership rights in an asset, known to the public or not, tangible or intangible, and it includes rights in all Confidential Information, Inventions (defined below), trademarks, trade secrets, patents, copyrights, mask works, moral rights, and other intellectual property rights throughout the world. The term “Pax8 Proprietary Rights” means all Proprietary Rights owned by Pax8 through assignment or otherwise.

5.2. Inventions. The term “Inventions” means all products, procedures, systems, machines, methods, processes, know-how, uses, apparatuses, compositions of matter, designs or configurations, features, drawings, test data, formulas, discoveries, and computer code or programs of any kind, which have been discovered, conceived, reduced to practice, developed, made, or produced, as well as any improvements, modifications, or derivative works related to any of them, and any moral rights associated with any of them. Without limiting the foregoing, “Inventions” has, but is not limited to, the meaning assigned to it under the United States patent laws. The term “Inventions” includes all of the foregoing, whether developed by Employee alone or jointly with others, and whether or not patentable, copyrightable, or protectable as a trade secret.

5.3. Prior Inventions. Inventions, if any, patented or unpatented, which Employee made prior to the commencement of Employee’s employment with Pax8, are excluded from the scope of Pax8’s rights under this Agreement. To preclude any possible uncertainty, Employee has set forth on Exhibit B a non-confidential complete list of all Inventions that Employee has, alone or jointly with others, conceived, developed, or reduced to practice or caused to be conceived, developed, or reduced to practice arising from, at least in part, Employee’s work prior to the commencement of Employee’s employment with Pax8 (“Prior Inventions”). Employee represents that Employee has disclosed, on Exhibit B, all inventions that Employee considers to be Employee’s property or the property of a third party that Employee wishes to have excluded from the scope of Pax8’s rights under this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause Employee to violate any prior confidentiality obligation applicable to Employee, Employee shall not list such Prior Invention in Exhibit B but instead Employee will only disclose a cursory name for each such Invention, a listing of the party(ies) to whom it belongs, and the fact that full disclosure as to such Invention has not been made for that reason. A space is provided on Exhibit B for such purpose. If no such disclosure is attached, Employee represents that there are no Prior Inventions. If, in the course of Employee’s employment with Pax8, Employee incorporates a Prior Invention in which Employee has Proprietary Rights into a work product, product, or service of Pax8, Employee agrees to grant and hereby grants to Pax8 a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use, offer for sale, and sell such Prior Invention. Notwithstanding the foregoing, Employee agrees that Employee will not use, incorporate, or permit to be incorporated, any Prior Invention in any work product, product, or service of Pax8 without prior written consent of an executive at the C-level or above.

5.4. Non-assignable Inventions. This Agreement’s assignment provisions concerning inventions are limited to only those inventions that can be lawfully assigned by an employee to an employer under applicable law.

5.5. Assignment of Proprietary Rights. Subject to Sections 5.3 and 5.4, Employee hereby assigns to Pax8, and agrees to assign in the future to Pax8 (in the event the present assignment is deemed ineffective or if otherwise requested by Pax8), all of Employee’s Proprietary Rights, whether or not patentable or registrable under copyright or similar statutes, made or conceived or reduced to practice or discovered by Employee, either alone or jointly with others, during the period of Employee’s employment with Pax8.

5.6. Obligation to Keep Pax8 Informed. During the period of Employee’s employment with Pax8, Employee will promptly disclose to Pax8 fully and in writing all Proprietary Rights authored, conceived, or reduced to practice by Employee, either alone or jointly with others. In addition, Employee will promptly disclose to Pax8 all Inventions, and all patent applications filed by Employee or on Employee’s behalf, within one (1) year after the conclusion of Employee’s employment with Pax8. At the time of each such disclosure, Employee will advise Pax8 in writing of any Inventions that Employee believes to be non-assignable as set forth in Section 5.4 above, and Employee will at that time provide to Pax8 in writing all evidence necessary to substantiate that claim. Pax8 will keep in confidence and will not use for any purpose or disclose to third parties without Employee’s consent any confidential information disclosed in writing to Pax8 that is not owned by Pax8. Employee will preserve the confidentiality of any Proprietary Right that is assignable.

5.7. Government or Third Party. Employee agrees to assign all of Employee’s right, title, and interest in and to any particular Invention (if any) to a third party, including without limitation the United States of America or other government entity, as directed by Pax8.

5.8. Works for Hire. Employee acknowledges that all original works of authorship which are made by Employee, alone or jointly with others, within the scope of Employee’s employment with Pax8, and which are protectable by copyright, are “works made for hire,” pursuant to the United States Copyright Act (17 U.S.C. § 101).

5.9. Support and Enforcement of Proprietary Rights. During and after Employee’s employment with Pax8, Employee will assist Pax8, or its assignee or designee, in every proper way, to obtain, and from time to time enforce, United States and foreign Proprietary Rights relating to Pax8 Proprietary Rights in any and all countries. This obligation includes executing, delivering, and verifying such documents and performing such other acts (including appearing as a witness) as Pax8, or its assignee or designee, may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and/or enforcing such Proprietary Rights and/or the assignment of such Proprietary Rights. In addition, Employee will execute, deliver, and verify assignments of such Proprietary Rights to Pax8, or its assignee or designee, as appropriate. Employee’s obligations to assist Pax8, or its assignee or designee, with respect to Proprietary Rights in any and all countries shall continue beyond the conclusion of Employee’s employment with Pax8. If Pax8, or its assignee or designee, is unable for any reason, after reasonable effort, to secure Employee’s signature on any document needed in connection with the actions specified in the preceding paragraph, Employee hereby irrevocably designates and appoints Pax8 and the duly authorized officers and agents of Pax8, as Employee’s agent and attorney in fact, which appointment is coupled with an interest to act for and in Employee’s behalf to execute, verify, and file any such documents, and to do all other lawfully permitted acts, to further the purposes of the preceding paragraph with the same legal force and effect as if executed by Employee. Employee agrees to waive and quitclaim, and hereby waives and quitclaims to Pax8, or its assignee or designee, any and all claims, of any nature whatsoever, which Employee now or may hereafter have for infringement of any Proprietary Rights assigned by operation of this Agreement now or later, as the case may be.

6. RECORDS.

Employee agrees to keep and maintain adequate and current records (in the form of notes, sketches, drawings, and in any other form that may be required by Pax8) of all Confidential Information developed by Employee, as well as all Inventions made by Employee, during the period of Employee’s employment with Pax8. Those records shall be available to and remain the sole property of Pax8, or its assignee or designee, at all times. At the conclusion of Employee’s employment with Pax8, Employee shall surrender all such records to Pax8 in accordance with Section 9 of this Agreement, below.

7. ADDITIONAL ACTIVITIES.

Employee agrees that during the period of Employee’s employment with Pax8, Employee will not, without the express written consent of an executive at the C-level or above, engage in any employment or business activity which is competitive with, or would otherwise conflict with, Employee’s employment.

8. NO CONFLICTING OBLIGATION.

Employee represents that Employee’s performance of all the terms of this Agreement does not and will not breach any agreement to keep in confidence information acquired by Employee in confidence or in trust prior to Employee’s employment with Pax8. Employee has not entered into, and Employee agrees that Employee will not enter into, any agreement, either written or oral, in conflict with the terms of this Agreement.

9. RETURN OF DOCUMENTS AND PROPERTY.

At the conclusion of Employee’s employment with Pax8, Employee will return to Pax8 all information and property that Employee received from Pax8, or that Employee received on behalf of Pax8, or that Employee created or modified while working for Pax8, which relates to the business of Pax8 (other than documents regarding Employee’s individual compensation, such as pay stubs and benefit plan information). This requirement pertains to all information that is in Employee’s possession, custody, or control, and includes both paper documents and electronically stored information, which must be returned in all forms in which it exists, without alteration or deletion. By way of example only, the information Employee must return includes code, data, programs, databases, printed materials, customer lists, customer information, mailing lists, account information, samples, prototypes, price lists and pricing information. Physical property belonging to Pax8, such as phone cards, cellular phones, storage devices, computing devices, keys, and key cards must be returned without altering its or their condition.

10. PROTECTIVE COVENANTS.

Employee agrees that the “Protective Covenants” that are contained in this Section 10 are, (i) ancillary to the other enforceable agreements contained in the Agreement and (ii) reasonable and necessary to protect legitimate business interests of Pax8 and prevent irreparable harm.

10.1. Definitions Related to Protective Covenants.

10.1.1. “Competitor” is any person, entity, or organization engaged in the business of developing and/or providing a Conflicting Product or Service in the United States. Competitor further refers to any other organization that develops or sells products, services to IT professionals, or operates a marketplace to support IT professionals.

10.1.2. (b) “Covered Customer” is a customer (person or entity) of Pax8 that Employee had Material Contact within the Look Back Period. Unless it would make the applicable restriction unenforceable, customers include any person or entity who purchases the goods or services of Pax8, and any active customer prospects as of Employees’ Termination Date that Employee had Material Contact within the Look Back Period. Customers are not limited to the end user or purchaser of products or services, but shall also be understood to include representatives, agents, or intermediaries.

10.1.3. “Covered Employee” is an employee of Pax8 with whom Employee worked, as to whom Employee had supervisory responsibilities, or regarding whom Employee received Confidential Information during the Look Back Period

10.1.4. “Conflicting Product or Service” means goods or services of the type conducted, authorized, offered, or provided by Pax8 within two years prior to the Termination Date, that Pax8 remains in the business of providing, and that would displace business opportunities for Pax8’s goods or services (existing or under development) that Employee had involvement with, or was provided Confidential Information about, in the Look Back Period.

10.1.5. “Competing Activities” are any activities that involve diverting business opportunities away from Pax8 after the Termination Date, that involve the development or improvement of a Conflicting Product or Service, or that are likely to result in the use or disclosure of Confidential Information.

10.1.6 “Key Relationship” refers to a person or entity with an ongoing business relationship with Pax8 (including vendors and distributors) that Employee had Material Contact or dealings with or access to Confidential Information about during the Look Back Period.

10.1.7. “Look Back Period” is the last two (2) years of Employee’s employment with Pax8, or any lesser period of employment if employed less than two years.

10.1.8. “Material Contact” means any interaction that gives rise to a legitimate business interest, and shall have occurred with a person or entity if, during the Look Back Period: (a) there is communication, contact, or similar interaction by Employee personally, or by individuals under Employee’s supervision, direction, or control, (b) Employee was provided Confidential Information about business conducted with the person or entity during the Look Back Period, or (c) Employee received any form of commission, bonus, or other beneficial credit for business conducted with the person or entity.

10.1.9. “Restricted Area” is the county and state where Employee resides, the county and state where the Location (Employee’s place of work) is located, and each additional county and state within the United States where Pax8 does business that Employee had involvement with, or was provided Confidential Information about, in the Look Back Period. The foregoing includes any geographic area, region, or territory assigned to Employee as Employee’s area of responsibility (or about which Employee had oversight or responsibility during the Look Back Period), and will also include any portion of the remainder of the United States for which Employee is expected to help Pax8 provide its products and services; provided, however, that if the foregoing is not deemed enforceable, then the Restricted Area shall be reduced by the court (with the express consent of the parties) to such lesser area within the United States as the court would deem reasonable and necessary to protect Pax8’s legitimate protectable interests.

10.1.10. “Termination Date” refers to the date Employee’s employment with Pax8 ends irrespective of which party elects to end the employment relationship or why it ends.

10.2. Restriction on Interfering with Employee Relationships. Employee agrees that for a period of two (2) years following the Termination Date, Employee will not interfere with the business relationship between Pax8 and a Covered Employee, for the benefit of a Competitor, by soliciting a Covered Employee to leave their employ, by helping another person or entity evaluate a Covered Employee as a candidate, or by otherwise helping any person or entity hire a Covered Employee away from Pax8, unless a duly authorized Officer gives Employee written authorization to do so. Employee’s covenants in this paragraph are referred to as Employee’s “Employee Nonsolicit” obligation.

10.3. Restriction on Interfering with Customer Relationships. Employee agrees that for a period of two (2) years following the Termination Date, Employee will not interfere with any business relationship with any Covered Customer for the benefit of a Competitor, by soliciting a Covered Customer to: (a) stop or reduce doing business with Pax8, (b) to buy or promote a Conflicting Product or Service; or (c) to engage in one or more Competing Activities. Employee’s covenants in this paragraph are referred to as Employee’s “Customer Nonsolicit” obligation.

10.4 Restriction on Interfering with Key Relationships. Employee agrees that for a period of two (2) years following the termination date, Employee will not solicit or attempt to solicit a Key Relationship for the purpose of doing any business that would compete with Pax8’s Business or knowingly engage in any conduct that is intended to cause, or could reasonably be expected to cause a Key Relationship to stop or reduce doing business with Pax8, or that would involve diverting business opportunities away from Pax8. Employee’s covenants in this paragraph are referred to as Employees “Key Relationship Nonsolicit” obligation.

10.5. Restriction on Unfair Competition. Employee agrees that for a period of one (1) year following the Termination Date, Employee will not participate in, supervise, or manage (as an employee, consultant, contractor, officer, owner, director, or otherwise) any Competing Activities in the Restricted Area. Employee agrees that for a period of one (1) year following the Termination Date, Employee will not participate in, supervise, or manage (as an employee, consultant, contractor, officer, owner, director, or otherwise) any Competing Activities on behalf of a Competitor. Employee’s covenants in this paragraph are referred to as Employee’s “Noncompete” obligation.

10.6. Solicitation Understandings. “Soliciting” or to “solicit” means to interact with another person or entity with the purpose or with the foreseeable result being to cause or induce the person or entity to engage in some responsive action, irrespective of who first initiated contact. It shall not include general advertising (such as “help wanted” ads) that are not targeted at any Covered Employees or any Covered Customers. Employee’s Employee Nonsolicit and Customer Nonsolicit covenants are understood to be reasonably and logically limited by geography to those places or locations where the Covered Employee or Covered Customer is located and available for solicitation. Employee agrees that no further geographic limitation is necessary to make the restrictions reasonable. However, if a different form of geographic limitation is necessary to make either of these nonsolicit restrictions enforceable, then such necessary restriction(s) for enforceability shall be considered limited to the Restricted Area.

10.7. Limitations. Notwithstanding anything in this Agreement to the contrary, Employee may own, directly or indirectly, solely as an investment, securities of any business traded on any securities exchange, provided that Employee is not a controlling person of, or a member of a group that controls, such business, and further provided that Employee does not, in the aggregate, directly or indirectly, own two percent (2%) or more of any class of securities of such business. In addition, nothing in this Agreement shall be construed to prohibit Employee’s employment in a separately operated subsidiary or other business unit of a company that would not be a Competitor, but for common ownership with a Competitor, so long as Employee provides written assurances regarding the non-competitive nature of Employee’s position to Pax8 in advance that are satisfactory to Pax8.

10.8. Fairness Extension. If Employee breaches one of the post-employment restrictions in this Agreement for which there is a specific time limitation, the post-employment period of the breached restriction will be extended for an additional period of time equal to the time that elapses from commencement of the breach to the later of (a) the termination of such breach or (b) the final resolution of any litigation arising from such breach; provided, however, that this extension of time shall be capped so that the extension of time itself does not exceed the length of time originally proscribed for the restriction, or a maximum of two years, and if this extension would make the restriction unenforceable under applicable law it will be reduced or, if a court refused to reduce it, then it shall not be enforced. This shall be referred to as the “Fairness Extension.”

11. LEGAL AND EQUITABLE REMEDIES.

Because Employee’s services are personal and unique, and because Employee may have access to and become acquainted with the Confidential Information of Pax8, Pax8 has the right to enforce this Agreement and any of its provisions by injunction, specific performance, or other equitable relief, and without prejudice to any other rights and remedies that Pax8 may have for a breach of this Agreement.

12. PROTECTED CONDUCT.

Nothing in this Agreement (a) prohibits Employee from opposing or reporting to the relevant law-enforcement agency (such as the Securities and Exchange Commission or Department of Labor) an event that Employee reasonably and in good faith believes is a violation of law, (b) requires notice to or approval from Pax8 before doing so, or (c) prohibits Employee from cooperating in an investigation conducted by such a government agency. Further, nothing in this Agreement prohibits disclosure of information that Employee otherwise has a right to disclose as legally protected conduct. Employee acknowledges that the Defend Trade Secrets Act provides that no individual will be held criminally or civilly liable under Federal or State trade secret law for the disclosure of a trade secret that: (a) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or, (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public. It also provides that an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may in pursuing such lawsuit disclose trade secrets to his/her attorney and use trade secrets in court submissions so long as documents containing the trade secrets are filed under seal and do not disclose trade secrets except as permitted by court order. Nothing in this Agreement prohibits Employee from using information acquired through lawful means regarding the wages, benefits, or other terms and conditions of employment of individuals employed by Pax8 for any purpose protected under the National Labor Relations Act (such as the right of employees to self-organization, to form, join, or assist labor organizations, to bargain collectively through representatives of their own choosing, and to engage in other concerted activities for the purpose of collective bargaining or other mutual aid or protection), unless the information is entrusted to Employee in confidence by Pax8 as part of Employee’s job duties or Employee is employed in a supervisor or management level position.

13. NOTICES.

Any notices required or permitted by the terms of this Agreement shall be given to the appropriate party at the address specified below or at such other address as the appropriate party shall specify in writing. Such notice shall be deemed given upon personal delivery or electronic delivery to the appropriate address, or if sent by certified or registered mail, three (3) days after the date of mailing.

14. NOTIFICATION OF NEW EMPLOYER.

Employee consents to the notification of any future employer of Employee of Employee’s rights and obligations under this Agreement, including providing a copy of this Agreement to the new employer.

15. DISCLOSURE OF NEW EMPLOYMENT.

Employee shall notify Pax8 of any new consulting or employment Employee obtains within twelve (12) months of the Termination Date. Employee shall provide Pax8 with sufficient information about Employee’s duties and responsibilities to allow Pax8 to determine Employee’s compliance with the terms of any post-employment obligations Employee owes to Pax8. If Employee’s duties or responsibilities at Employee’s new employer, or any subsequent employer, change during the twelve (12) month period following the Termination Date, Employee will provide Pax8 with updated information sufficient to allow Pax8 to determine Employee’s compliance with any post-employment obligations Employee owes to Pax8.

16. GENERAL PROVISIONS.

16.1. Governing Law. This Agreement will be governed by and construed according to the laws of the state (a) within the United States in which Employee resides at the time of signing this Agreement, or, (b) in the case of an Employee who does not reside in the United States, the state within the United States in which the Employee intends to work at the time of signing this Agreement, as such laws are applied to agreements entered into and to be performed entirely within that state between residents of that state, and without reference to conflict of laws rules.

16.2. Severability. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained in this Agreement. If any one or more of the provisions contained in this 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 so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

16.3. Successors and Assigns. This Agreement will be binding upon Employee’s heirs, executors, administrators, and other legal representatives, and will be for the benefit of Pax8, all of their respective successors, and all of their respective assigns.

16.4. Survival and Assignment. The provisions of this Agreement shall survive the termination of Employee’s employment. Pax8 may assign any of its rights or obligations under this Agreement to any successor in interest or other assignee, including but not limited to any of its affiliates, the affiliates being third party beneficiaries of this Agreement. Employee consents to any such assignment. Because Employee’s services are personal and unique, Employee may not assign Employee’s rights or obligations under this Agreement unless the assignment is in writing and bears the ink signature of an executive at Pax8 at the C-level or above.

16.5. Termination Of Employment. Employee agrees and understands that nothing in this Agreement confers any right of employment with Pax8, nor does this Agreement interfere in any way with the right to terminate the employment relationship at-will, at any time, for any reason, with or without cause, and with or without notice. All employment at Pax8 is “at-will.”

16.6. Waiver. No waiver by Pax8 of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by Pax8 of any right under this Agreement shall be construed as a waiver of any other right. Pax8 shall not be required to give notice to enforce strict adherence to all terms of this Agreement.

16.7. Entire Agreement. This Agreement is the entire agreement of the parties with respect to the subject matter of this Agreement, and it supersedes and merges all prior discussions between Employee and Pax8. This Agreement supersedes all prior agreements between Employee and Pax8, concerning the subject matter of this Agreement. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the party against whom the modification is asserted.

This Agreement shall be effective as of the first day of Employee’s employment with Pax8, or if Employee is already employed with Pax8, on the date signed by Employee.

EXHIBIT A

STATE SPECIFIC MODIFICATIONS

The following shall apply to modify provisions of the Agreement, where applicable.

Supplemental Notice Confirmation for Colorado, Illinois, New Hampshire, Maine, Massachusetts, Minnesota, Oregon, and Washington Employees.
If Employee resides in Colorado, Illinois, New Hampshire, Maine, Massachusetts, Minnesota, Oregon, or Washington, and Employee is signing this Agreement as part of a new employment position with Pax8, Employee confirms that Employee was provided advance notice of the terms of the Protective Covenants (including the Noncompete) with or prior to Employee’s offer of employment, promotion, or other material advancement. After being given such notice, Employee was given the greater of fourteen (14) calendar days or ten (10) business days before being required to execute this Agreement. If Employee executed this Agreement prior to the expiration of the above-described notice periods, Employee did so of Employee’s own free will and voluntarily waived the remainder of the notice period. Employee agrees not to assert any defense based on timing or lack of notice. Employee has been provided adequate notice and recognizes that Employee is free to seek legal advice regarding the meaning of this Agreement. Employee confirms that Employee is entering into this Agreement of Employee’s own free will.

Alabama

If Alabama is the Controlling State, then: The definition of Covered Employees shall be further limited to only those employees who are uniquely essential to the management, organization, or service of the business (such as an employee involved in management or significant customer sales or servicing); and “Covered Customer” shall be modified to cover only those customers who are current customers when Employee’s employment ends that Employee had Material Contact with during the Look Back Period. The post-employment obligations of Employee Nonsolicit and Customer Nonsolicit will be shortened to eighteen (18) months following the Termination Date.

California

Irrespective of where Employee sign this Agreement or where Employee performs services for the or, Employee understands that the Noncompete and other post-employment Protective Covenants will not be applicable in the event that California is Employee’s primary place of residence or primary place of work.

If California is the Controlling State, then: Nothing in this Agreement will require Employee to adjudicate outside of California a claim arising in California or be applied so as to deprive Employee of the substantive protection of California law with respect to a controversy arising in California. The Protective Covenants (including but not limited to the Noncompete) will not apply to Employee. However, conduct involving misappropriation of Company trade secrets will remain prohibited and nothing in this Agreement shall be construed to limit or eliminate any rights or remedies the Company would have against Employee under trade secret law, unfair competition law, or other laws applicable in California absent this Agreement. Nothing in the Agreement shall be construed prohibit Employee from disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Employee has reason to believe is unlawful. NOTICE: The invention-assignment obligation in the Agreement will not require the assignment of Employee’s rights in an invention for which no equipment, supplies, facility, or trade-secret information of Pax8 was used and which was developed entirely on Employee’s own time, unless (a) the invention relates at the time of conception or reduction to practice of the invention, (i) to the business of Pax8, or (ii) to Pax8’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by Employee for Pax8. This notice satisfies Cal. Lab. Code § 2872.

Colorado

If Colorado is the Controlling State, then:

(a) Noncompete and Customer Nonsolicit Restrictions.

Nothing in this Agreement will require Employee to adjudicate outside of Colorado the enforceability of a “covenant not to compete” as this phrase is applied Col. Rev. Stat. § 8-2-113 (the “Colorado Noncompete Act”).

The definitions of “Covered Customer” and “Key Relationship” shall be modified to cover only those customers or other key relationships with respect to which Employee is provided trade secret information during the Look Back Period.

The definition of “Competing Activities” is deemed modified to cover activities or services that (i) involve diverting business opportunities away from Company or that involve the development or improvement of a Conflicting Product or Service, and (ii) that are likely to result in the use or disclosure of trade secrets.

Employee stipulates that the Noncompete, Customer Nonsolicit and Key Relationship Nonsolicit restrictions are reasonable and necessary for the protection of trade secrets within the meaning Colorado Noncompete Act.

The Noncompete and Key Relationship Nonsolicit covenants in this Agreement will not be applicable to Employee unless Employee is expected to earn an amount of “Annualized Cash Compensation” equivalent to or greater than the “Threshold Amount” for highly compensated workers as these quoted terms are defined under the Colorado Noncompete Act. The Customer Nonsolicit covenant will not be applicable unless Employee’s earnings (or expected earnings if employed less than a calendar year) are at least sixty percent (60%) of the Threshold Amount. The “Threshold Amount” is $127,091 as of Jan. 1, 2025, and will be adjusted annually thereafter by the Colorado Division of Labor Standards.

(b) Nondisclosure Restrictions.
The nondisclosure restrictions in this Agreement do not prohibit a worker’s disclosure of information that arises from the worker’s general training, knowledge, skill, or experience, whether gained on the job or otherwise, information that is readily ascertainable to the public, or information that a worker otherwise has a right to disclose as legally protected conduct.
Nothing in this Agreement or Company policy limits or prevents Employee from disclosing information about workplace health and safety practices or hazards, or limits Employee’s ability to disclose or discuss, either orally or in writing, any alleged discriminatory or unfair employment practice. Employee stipulates that the Confidential Information restrictions are reasonable and necessary for the protection of trade secrets within the meaning Colorado Revised Statutes § 8-2-113.
(c) Notice.

Employee acknowledges that Employee received notice of the Protective Covenants before Employee accepted an offer of employment at least fourteen (14) days before the earlier of the effective date of the Agreement or the effective date of any additional compensation or change in the terms or conditions of employment that provides consideration for the Protective Covenants.

District of Columbia

If Employee performs a majority of work in the District of Columbia or Employee is based in the District of Columbia and does not perform the majority of Employee’s work in any other jurisdiction, then the Agreement will be modified as follows:

(a) The Noncompete will not be enforceable against Employee unless Employee is anticipated to earn from Employer the equivalent of a least $158,364 (as of January 1, 2025) in compensation in a consecutive 12-month period, with this threshold increased in proportion to the annual average increase, if any, in the Consumer Price Index for All Urban Consumers in the Washington Metropolitan Statistical Area published by the Bureau of Labor Statistics of the United States Department of Labor for the previous calendar year (“Earnings Threshold”), and the Noncompete will end 365 days after Employee’s last day of employment;

(b) Nothing in this Agreement or any Company policy restricts Employee from having additional employment or contract work in so long as the employment or work would not result in the disclosure or use of Confidential Information or create a conflict of interest. Employee will notify the Company’s Human Resources Department prior to accepting any such additional employment or contract work so Employer may determine whether such employment violates or would likely violate this subparagraph (b) of the D.C. appendix;

(c) Employee acknowledges receiving a copy of the Agreement, including Appendix A, at least 14 calendar days before Employee began working for the Company at the time Employee was asked to sign the Agreement. If Employee’s compensation meets the Earnings Threshold, Employee further acknowledge that Employee received the following notice: “The District’s Ban on Noncompete Agreements Amendment Act of 2020 limits the use of non-compete agreements. It allows employers to request non-compete agreements from highly compensated employees, as that term is defined in the Ban on Noncompete Agreements Amendment Act of 2020, under certain conditions. The Company has determined that you are a highly compensated employee. For more information about the Ban on Noncompete Agreements Amendment Act of 2020, contact the District of Columbia Department of Employment Services (DOES).”

Georgia

If Georgia is the Controlling State, then: The definition of Confidential Information will be understood to exclude information voluntarily disclosed to the public by the Company (excluding unauthorized disclosures by Employee or others), information that is the result of independent development by others, and information that is otherwise available in the public domain through lawful means. Nothing in this Agreement, including the definition of Confidential Information, limits or alters the definition of what constitutes a trade secret under any federal or state law designed to protect trade secrets. The Employee Nonsolicit will be limited to Employee’s Restricted Area.

The definition of “Restricted Area” is modified to be the locations where the Company does business that Employee had involvement with, or was provided Confidential Information about, in the Look Back Period. The foregoing includes any geographic area, region, or territory assigned to Employee as Employee’s area of responsibility (or about which Employee had oversight or responsibility during the Look Back Period), and will also include any portion of the remainder of the United States for which Employee is expected to help the Company provide its products and services; provided, however, that if the foregoing is not deemed enforceable, then the Restricted Area shall be reduced by the court (with the express consent of the parties) to such lesser area within the United States as the court would deem reasonable and necessary to protect the Company’s legitimate protectable interests.

Hawaii

If Hawaii is the Controlling State, then: The Noncompete will not apply after Employee’s employment ends if the Company is a considered a technology business under Hawaii law because it derives the majority of its gross income from the sale or license of products or services resulting from its software development or information technology development, or both.

Idaho

If Idaho law controls, then: The post-employment obligations of the Employee Nonsolicit and the Customer Nonsolicit obligations will be shortened to eighteen (18) months following the Termination Date.

Illinois

If Employee resides in Illinois at the time this Agreement is entered into, then the Protective Covenants will not become applicable until Employee is paid an additional sum of $1,000 as consideration for this Agreement or Employee has been employed for a period of two years after execution of this Agreement, which Employee stipulates is adequate consideration to make the provisions of this Agreement immediately binding upon him or her.

If Illinois is the Controlling State, then: Employee is not entering into or bound by the Noncompete covenants unless or until Employee’s expected annualized rate of earnings with the Company exceed $75,000 per year (or $80,000 per year beginning on January 1, 2027, $85,000 per year beginning on January 1, 2032, and $90,000 per year beginning on January 1, 2037), nor entering into or bound by the Employee Nonsolicit, Customer Nonsolicit or Key Relationship Nonsolicit covenants unless or until Employee’s actual or expected annualized rate of earnings with the Company exceed $45,000 per year (or $47,500 per year beginning on January 1, 2027, $50,000 per year beginning on January 1, 2032, and $52,500 per year beginning on January 1, 2037). The Employee Nonsolicit, Customer Nonsolicit and Key Relationship Nonsolicit and Noncompete restrictions shall not apply to employees furloughed or terminated due to business circumstances or governmental orders related to COVID-19 or similar situations unless Employee continues to be paid Employee’s base salary in the enforcement period. Employee acknowledges that Employee have been advised in writing to seek attorney consultation and was provided at least 14 calendar days to review this Agreement before signing.

NOTICE: The invention-assignment obligation in the Agreement will not require the assignment of Employee’s rights in an invention for which no equipment, supplies, facilities, or trade-secret information of the Company was used and which was developed entirely on Employee’s own time, unless (a) the invention relates (i) to the business of the Company, or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by Employee for the Company. This notice satisfies 765 ILCS 1060/2 (the “Employee Patent Act”).

Indiana

If Indiana is the Controlling State, then: The Employee Nonsolicit shall be modified to further limit the definition of Covered Employees to those who are provided Confidential Information.

Louisiana

If Louisiana is the Controlling State, then: The “Restricted Area” is understood to cover (a) the following parishes in Louisiana so long as Company continues to carry on business therein: Acadia, Allen, Ascension, Assumption, Avoyelles, Beauregard, Bienville, Bossier, Caddo, Calcasieu, Caldwell, Cameron, Catahoula, Claiborne, Concordia, Desoto, East Baton Rouge, East Carroll, East Feliciana, Evangeline, Franklin, Grant, Iberia, Iberville, Jackson, Jefferson Davis. Jefferson, Lafayette, Lafourche, LaSalle, Lincoln, Livingston, Madison, Morehouse, Natchitoches, Orleans, Ouachita, Plaquemines, Pointe Coupee, Rapides, Red River, Richland, Sabine, St. Bernard, St. Charles, St. Helena, St. James, St. John the Baptist, St. Landry, St. Martin, St. Mary, St. Tammany, Tangipahoa, Tensas, Terrebonne, Union, Vermillion, Vernon, Washington, Webster, West Baton Rouge, West Carroll, West Feliciana, Winn; and, (b) the following counties (and equivalents) in Employee’s Restricted Area that are located outside of Louisiana must also be specified by name, Employee acknowledges that the names at issue are the remaining counties in the United States listed by the U. S. Census Bureau found at https://en.wikipedia.org/wiki/List_of_counties_by_U.S._state (which list is incorporated here by reference). The restrictions in the Noncompete, Customer Nonsolicit, and Key Relationship Nonsolicit covenants shall be limited to the foregoing parishes and counties (or their equivalents) from the foregoing lists that fall within Employee’s Restricted Area. Employee agrees that the foregoing provides Employee with adequate notice of the geographic scope of the restrictions contained in the Agreement by name of specific parish or parishes (and equivalents), municipality or municipalities, and/or parts of them.

Maine

If Maine is the Controlling State, then: Employee acknowledges that Employee was notified that a noncompete agreement would be required and Employee received a copy of this Agreement before formal offer of employment and acceptance and was given at least three business days to consider the Agreement before signing. The Noncompete will not take effect until one year of employment or a period of six months from the date the agreement is signed, whichever is later. The Noncompete will not apply if Employee’s earnings from the Company are at or below 400% of the federal poverty level.

Maryland

If Maryland is the Controlling State, then: The Noncompete shall not apply if Employee earns equal to or less than 150% of the current state minimum wage (as of Jan. 1, 2025, this would be $22.50 per hour) provided, however, that even if Employee’s earnings are below this threshold, Employee will still be prohibited from taking or using a client or other proprietary client-related information of the Company for a competitive or otherwise unauthorized purpose.

Massachusetts

If Employee resides in Massachusetts at the time this Agreement is entered into, then Employee stipulates that for purposes of enforcement of the Noncompete covenant, $1,000,00 is adequate consideration to make the Noncompete immediately binding upon him or her.

If Employee has been employed by the Company for at least thirty (30) days immediately preceding the Termination Date, and a resident of or employed in Massachusetts as of the Termination Date, then Massachusetts law will control so as not to avoid the requirements of Section 24L of Chapter 149 of the General Laws of Massachusetts. The “Termination Date” refers to the date the Employee ceases to be employed by the Company irrespective of which party terminates the relationship.

In addition, if Massachusetts is the Controlling State, then:

The Fairness Extension will not apply to the Noncompete, but if Employee breaches the Noncompete and also breaches Employee’s fiduciary duty to the Company and/or have unlawfully taken, physically or electronically, any Company Records, then the Restricted Period shall be extended to a period of two (2) years from the Termination Date (a “Misconduct Extension”).
Employee acknowledges that Employee received a copy prior to receiving a formal employment offer or at least ten (10) business days before commencement of employment with the Company, whichever came first. Employee acknowledges that Employee is being/has been advised to consult with an attorney about this Agreement and is being/has been given an opportunity to do so.
Section 16.1 shall be modified to add that any legal action arising from this Agreement shall be exclusively finally resolved by a state or federal court located in the county where Employee resides or the business litigation session of the superior court in Suffolk County, Massachusetts and the parties to this Agreement hereby consent to personal jurisdiction therein.

Minnesota

If Minnesota is the Controlling State, then: The Noncompete covenant will not apply to Employee. And, with respect to claims arising under Minnesota Statutes, chapter 181.987 (referencing “Covenants Not To Compete”), nothing in this Agreement will require Employee to adjudicate outside of Minnesota a claim arising in Minnesota or deprive Employee of the substantive protection of Minnesota law with respect to a controversy arising in Minnesota.

NOTICE: The invention-assignment obligation of the Agreement shall be applied so as to comply with Minn. Stat. 13A § 181.78 (the “Minnesota Inventions Act”) and will not require the assignment of Employee’s rights in an invention for which no equipment, supplies, facility or trade-secret information of the Company was used and which was developed entirely on Employee’s own time, and (1) which does not relate (a) directly to the business of the Company or (b) to the Company’s actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by Employee for the Company. This notice satisfies Subd. 3 of the Minnesota Inventions Act.

Missouri

If Missouri is the Controlling State, then: The Employee Nonsolicit is modified to exclude from the definition of Covered Employee any employee who provides only secretarial or clerical services.

Nebraska

If Nebraska is the Controlling State, then: The definition of “Covered Customer” is modified so that it means any persons or entities with which Employee did business and had personal business-related contact during the Look Back Period. The definition of “Key Relationship” is modified so that it means vendors, distributors, agents, and contractors with which Employee had personal business-related contact during the Look Back Period. The Noncompete will not apply to Employee.

Nevada

If Nevada is the Controlling State, then: The Noncompete restriction shall not apply if Employee is paid solely on an hourly wage basis, exclusive of any tips or gratuities (that is, if Employee is paid on an hourly wage basis and do not receive bonuses, profit sharing, or commissions in addition to his or her hourly wages). The Noncompete obligations in will not become effective until Employee has either been employed by the Company for sixty (60) days or received $5,000 in wages from the Company. If Employee’s employment is terminated as a result of a reduction in force, reorganization or similar restructuring, the Noncompete will only be enforceable during the period in which the Company is paying Employee’s salary, benefits or equivalent compensation, including without limitation, severance pay, if it elects to make such a payment. The Customer Nonsolicit covenants shall be amended to provide that nothing in them prohibits Employee from providing service to a former customer that Employee did not solicit if the customer voluntarily chooses to seek services from Employee without any contact instigated by Employee, and Employee is otherwise in compliance with the limitations of the Noncompete as to time, geographical area and scope of activity to be restrained.

New Hampshire

If New Hampshire is the Controlling State, then: The Noncompete will not apply to Employee if Employee earns an hourly rate less than or equal to 200 percent of the federal minimum wage. Employee acknowledges that Employee was given a copy of this Agreement prior to the offer of employment.

New York

If New York is the Controlling State, then: The definition of “Covered Customer” shall be modified so that it excludes from its definition those customers who became a customer of the Company solely as a result of Employee’s independent contact and business development efforts with the customer prior to and independent from Employee’s employment with the Company.

North Carolina

If North Carolina is the Controlling State, then: The Look Back Period shall be calculated looking back one year from the date the employment ends or two years from the date of enforcement and not from the date employment ends, whichever provides the Company the greatest protection and is enforceable under applicable law.

North Dakota

If North Dakota is the Controlling State, then: The Noncompete shall not apply after Employee’s employment with the Company ends. However, conduct involving misappropriation of Company trade secrets will remain prohibited and nothing in this Agreement shall be construed to limit or eliminate any rights or remedies the Company would have against Employee under trade secret law, unfair competition law, or other laws applicable in California absent this Agreement.

Oklahoma

If Oklahoma is the Controlling State, then: The Customer Nonsolicit, Key Relationships Nonsolicit and Noncompete shall be limited in their application so that they permit Employee to engage in the same business as that conducted by the Company or in a similar business as long as Employee does not directly solicit the sale of goods, services or a combination of goods and services from established customers of the Company. Established customers are those persons and entities who have an ongoing business relationship or prospective business relationship with the Company and who did business with the Company (or made an agreement to do business with the Company) in the Look Back Period.

Oregon

If Oregon is the Controlling State, then:

Employee acknowledges that Employee was notified in a written offer of employment received two weeks before the commencement of employment that a noncompetition agreement was a condition of employment. Employee will be provided with a copy of this agreement within 30 days of the separation of Employee’s employment.

Additionally, the Noncompete obligation will NOT apply to Employee if as of the Termination Date: (a) the total amount of Employee’s gross salary and commissions, calculated on an annual basis is less than $116,427 (as of January 1, 2025, and adjusted annually for inflation pursuant to the Consumer Price Index for All Urban Consumers, West Region (All Items), as published by the Bureau of Labor Statistics of the United States Department of Labor immediately preceding the calendar year of Employee’s termination) , (b) Employee does not otherwise qualify under O.R.S. § 653.295; UNLESS, the Company chooses to compensate Employee as provided for under O.R.S. § 653.295 (6) (i.e. the greater of at least 50 percent of (a) Employee’s annual gross base salary and commissions at the time of the employee’s termination; or (b) $116,427 (as of January 1, 2025, and adjusted annually for inflation pursuant to the Consumer Price Index for All Urban Consumers, West Region (All Items), as published by the Bureau of Labor Statistics of the United States Department of Labor immediately preceding the calendar year of Employee’s termination), and provided that the Company notifies Employee of its election to provide the employee with such compensation in writing).

The definition of “Covered Customer” shall only include prospective customers if Employee is: (a) engaged in administrative, executive or professional work and performs predominantly intellectual, managerial, or creative tasks, exercises discretion and independent judgment and earns a salary and is paid on a salary basis; (b) the Company has a “protectable interest” (meaning, access to trade secrets or competitively sensitive confidential business or professional information that otherwise would not qualify as a trade secret, including product development plans, product launch plans, marketing strategy or sales plans); and (c) the total amount of Employee’s annual gross salary and commissions, calculated on an annual basis, at the time of Employee’s termination, exceeds $116,427 (as of January 1, 2025 and adjusted annually for inflation pursuant to the Consumer Price Index for All Urban Consumers, West Region (All Items), as published by the Bureau of Labor Statistics of the United States Department of Labor immediately preceding the calendar year of the Employee’s termination).

The Noncompete covenant will expire twelve (12) months after Employee’s employment ends irrespective of the Fairness Extension.

Rhode Island

If Rhode Island is the Controlling State, then: The Noncompete shall not apply to Employee post-employment if Employee is classified as non-exempt employee under the FLSA; an undergraduate or graduate student in an internship or short-term employment relationship; 18 years of age or younger; or a low wage employee (defined as earning less than 250% of the federal poverty level).

Virginia

If Virginia is the Controlling State, then: Employee agrees that the Protective Covenants are reasonably limited in nature and do not prohibit Employee’s employment with a competing business in a non-competitive position. If Employee resides in Virginia and Employee’s average weekly earnings calculated as provided for under Code of Virginia § 40.1-28.7:7 (the “Virginia Act”) are less than the average weekly wage of the Commonwealth as determined pursuant to subsection B of §65.2-500 or Employee otherwise qualifies as a “low-wage employee” under the Virginia Act then the Noncompete shall not apply to Employee. Nothing that would qualify as a “covenant not to compete” in this Agreement under the Virginia Act shall restrict Employee from providing a service to a customer, client or key relationship of the Company if Employee does not initiate contact with or solicit the customer, client or key relationship. Employee will not be considered a “low-wage employee” if Employee’s earnings are derived, in whole or in predominant part, from sales commissions, incentives, or bonuses paid to the Employee by the Company.

Washington

If Employee is a Washington based employee (or Washington is the Controlling State), then:
The Agreement shall not be applied so as to require Employee to adjudicate a covenant covered by the Wash. Rev. Code § 49.62.005–900 (2020) (the “Washington Act”) outside the state of Washington. The Employee Nonsolicit and Customer Nonsolicit will be modified to provide that they only prohibit solicitation by Employee (a) of a Covered Employee to leave employment with the Company, and (b) of a current Covered Customer of the Company to cease or reduce the extent to which the customer is doing business with the Company; in accordance with the definition of an enforceable “Nonsolicitation agreement” under Washington Act. The Noncompete and Key Relationship Nonsolicit covenants will only be enforceable against Employee if as of the date enforcement is sought or Employee’s last day of employment (whichever is earlier) Employee’s earnings from the Company in the prior year (or portion thereof for which Employee was employed), as reported in Box 1 of Employee’s W-2 for annual compensation, exceed the Washington Earnings Threshold (as calculated under the Washington Act and reported at https://lni.wa.gov/workers-rights/workplace-policies/Non-Compete-Agreements). The Washington Earnings Threshold is $123,394.17 for 2025 and will be adjusted annually thereafter as provided for in the Washington Noncompete Act. The Fairness Extension will be capped so that it does not cause the Noncompete or Key Relationship Nonsolicit covenants to extend more than 18 months after Employee’s last day of employment. If Employee earns less than twice the applicable state minimum hourly wage, the Duty of Loyalty clause will not restrict Employee from having an additional job, supplementing income through work for another employer, working as an independent contractor, or being self-employed, so long as the supplemental work does not raise issues of safety for Employee or others, interfere with the reasonable and normal scheduling expectations of the Company, or contravene common law duty of loyalty and laws preventing conflicts of interest and any corresponding policies addressing such obligations. In the event Employee’s employment is terminated as a result of a layoff, the Noncompete and Key Relationship Nonsolicit covenants will not be enforced against Employee unless Company agrees at the time of Employee’s layoff to provide Employee with the payments required by Washington Act to keep such covenants in effect. Employee acknowledges Employee had advance notice of the terms of this Agreement, including Appendix A, prior to accepting the Company’s offer of employment. Nothing in the Agreement prohibits disclosure or discussion of conduct Employee reasonably believes to be illegal discrimination, illegal harassment, illegal retaliation, a wage and hour violation, or sexual assault, or that is recognized as against a clear mandate of public policy, or the disclosure of the existence of a settlement involving any such event or conduct.

NOTICE: The invention-assignment obligation in the Agreement will not require the assignment of Employee’s rights in an invention for which no equipment, supplies, facility, or trade-secret information of the Company was used and which was developed entirely on Employee’s own time, unless (a) the invention relates (i) directly to the business of the Company, or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by Employee for the Company. This notice satisfies § (3) of Wash. Rev. Code, Title 49 RCW: Labor Regs, Chptr 49.44.140 (the “Washington Inventions Act”).

Wisconsin

If Wisconsin is the Controlling State, then: The Fairness Extension shall not apply. The Employee Nonsolicit shall be modified to further limit the definition of Covered Employees to those who are provided Confidential Information that could give a competitor an unfair advantage or be used to the Company’s competitive disadvantage.