# NORTHWIND LOGISTICS SOFTWARE, INC.
## EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENT

**Standard Form — Rev. 2024.2**
**Applies to: All regular full-time and part-time employees**

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This Employee Proprietary Information and Inventions Assignment Agreement (this "**Agreement**") is entered into by and between **Northwind Logistics Software, Inc.**, a Delaware corporation with its principal place of business at 250 Marconi Boulevard, Suite 400, Columbus, OH 43215 (the "**Company**"), and the individual identified in the signature block below ("**Employee**"), effective as of the date of Employee's commencement of employment (the "**Effective Date**").

In consideration of Employee's employment or continued employment by the Company, the compensation paid to Employee, and the Company's agreement to provide Employee with access to its Proprietary Information, Employee and the Company agree as follows.

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## 1. DEFINITIONS

1.1 "**Proprietary Information**" means all confidential and proprietary information of the Company, whether or not in written form, including without limitation: source code, object code, algorithms, route-optimization models, software architecture, data schemas, machine-learning model weights and training data, customer and prospect lists, pricing, financial data, business and marketing plans, and any third-party confidential information the Company is obligated to protect.

1.2 "**Inventions**" means any and all inventions, discoveries, developments, concepts, designs, improvements, original works of authorship, formulas, processes, techniques, know-how, software, source code, algorithms, data, and trade secrets, whether or not patentable or registrable under copyright or similar laws, that are made, conceived, reduced to practice, or developed by Employee, in whole or in part, alone or jointly with others.

1.3 "**Company Inventions**" means any Inventions that Employee makes, conceives, reduces to practice, or develops (a) during the period of Employee's employment with the Company; (b) using the Company's equipment, supplies, facilities, Proprietary Information, or time; or (c) that relate at the time of conception or reduction to practice to the Company's business, or its actual or demonstrably anticipated research or development.

1.4 "**Prior Inventions**" means Inventions that Employee made, conceived, or reduced to practice prior to the Effective Date, which are listed on **Exhibit A**.

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## 2. PROPRIETARY INFORMATION

2.1 **Confidentiality.** At all times during and after Employee's employment, Employee shall hold in strictest confidence and shall not use (except for the benefit of the Company) or disclose to any person or entity any Proprietary Information, except as authorized in writing by an officer of the Company.

2.2 **Company Property.** All documents, records, media, devices, and tangible items containing or embodying Proprietary Information are and remain the sole property of the Company.

2.3 **Return of Materials.** Upon termination of employment, or earlier upon the Company's request, Employee shall promptly deliver to the Company all Proprietary Information and all copies thereof, in any medium, and shall not retain any copies.

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## 3. ASSIGNMENT OF INVENTIONS

3.1 **Present Assignment.** Employee hereby irrevocably assigns, transfers, and conveys to the Company all right, title, and interest, throughout the world and in perpetuity, in and to all Company Inventions and any and all associated intellectual property rights, including without limitation all patents, patent applications, copyrights, mask work rights, trade secret rights, moral rights, and all other proprietary rights therein. This assignment is effective as a present transfer at the moment each Company Invention is created, conceived, or reduced to practice, without the need for any further act by either party.

3.2 **Work Made for Hire.** Employee acknowledges and agrees that all original works of authorship that are made by Employee (solely or jointly with others) within the scope of employment and that are protectable by copyright are "works made for hire," as that term is defined in the United States Copyright Act (17 U.S.C. § 101), and that the Company is the sole author and owner thereof. To the extent any such work is determined not to be a work made for hire, Employee hereby irrevocably assigns to the Company all right, title, and interest in and to such work pursuant to Section 3.1.

3.3 **License to Prior Inventions.** If Employee incorporates any Prior Invention into a Company Invention or product, Employee hereby grants the Company a nonexclusive, royalty-free, irrevocable, perpetual, worldwide, sublicensable license to make, use, sell, reproduce, modify, and otherwise exploit such Prior Invention.

3.4 **Waiver of Moral Rights.** To the fullest extent permitted by applicable law, Employee hereby waives and agrees not to assert any moral rights Employee may have in any Company Invention.

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## 4. FURTHER ASSURANCES AND POWER OF ATTORNEY

4.1 **Cooperation.** Employee shall assist the Company, at the Company's expense, in every proper way to secure, perfect, and enforce the Company's rights in the Company Inventions, including executing all documents (such as assignments and patent applications) reasonably requested by the Company, during and after the period of employment.

4.2 **Power of Attorney.** If the Company is unable, after reasonable effort, to secure Employee's signature on any such document, Employee hereby irrevocably appoints the Company and its duly authorized officers and agents as Employee's agent and attorney-in-fact to execute and file any such document and to do all other lawfully permitted acts to further the purposes of Section 3 with the same legal force and effect as if executed by Employee.

4.3 **Disclosure.** Employee shall promptly disclose in writing to the Company all Company Inventions, and shall maintain adequate and current written records of all Company Inventions, which records shall be the property of the Company.

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## 5. STATUTORY NOTICE (NON-ASSIGNABLE INVENTIONS)

5.1 The assignment in Section 3 does not apply to any Invention that Employee developed entirely on Employee's own time without using the Company's equipment, supplies, facilities, or Proprietary Information, except for Inventions that either (a) relate at the time of conception or reduction to practice to the Company's business or actual or demonstrably anticipated research or development, or (b) result from any work performed by Employee for the Company. Employee acknowledges receipt of this notice.

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## 6. NO CONFLICTING OBLIGATIONS

6.1 Employee represents that Employee's performance under this Agreement does not and will not breach any agreement to keep in confidence information acquired by Employee prior to employment, and that Employee has not entered into, and will not enter into, any agreement in conflict with this Agreement.

6.2 Employee will not improperly use or disclose, or bring onto the Company's premises, any confidential information or trade secrets of any former or current employer or third party.

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## 7. TERM AND SURVIVAL

7.1 This Agreement shall continue in effect throughout Employee's employment and shall survive termination of employment with respect to all obligations relating to Proprietary Information and the assignment of Company Inventions.

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## 8. GENERAL PROVISIONS

8.1 **At-Will Employment.** Nothing in this Agreement shall confer any right to continued employment; Employee's employment with the Company is at-will.

8.2 **Governing Law.** This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles.

8.3 **Equitable Relief.** Employee acknowledges that any breach of Sections 2, 3, or 4 may cause irreparable harm for which monetary damages are inadequate, and that the Company shall be entitled to seek injunctive relief.

8.4 **Severability.** If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

8.5 **Entire Agreement.** This Agreement sets forth the entire agreement between the parties relating to its subject matter and supersedes all prior agreements and understandings, whether written or oral.

8.6 **Assignment by Company.** The Company may assign this Agreement to any successor in interest, including in connection with any merger, acquisition, or sale of assets, without Employee's consent.

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## NOTE ON SCOPE (data-room reviewer reference)

This standard-form agreement governs **employees** of the Company. Engagements with independent contractors and consultants are documented separately under individual Statements of Work; the present-tense assignment in Section 3 above does **not** automatically extend to non-employee contractors unless an equivalent assignment is executed in the applicable contractor agreement. See `contractor_agreement_route_engine.pdf.md` for the route-optimization engine engagement.

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## SIGNATURE

By signing below, Employee acknowledges that Employee has read, understands, and agrees to be bound by this Agreement, and has received a copy of it.

**EMPLOYEE**

Signature: ______________________________

Name (printed): **Signatory D (Employee)**

Date: ______________________________

**NORTHWIND LOGISTICS SOFTWARE, INC.**

By: ______________________________

Name: ______________________________

Title: Authorized Officer

Date: ______________________________

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## EXHIBIT A — LIST OF PRIOR INVENTIONS

_Employee to list any Prior Inventions excluded from Section 3. If none, write "NONE."_

| No. | Title / Description | Date | Owner / Notes |
|-----|--------------------|------|----------------|
| 1 | | | |

If left blank, Employee represents that there are no Prior Inventions.
