Confidentiality, IP Assignment & Non-Solicitation Agreement

This Confidentiality, Intellectual Property Assignment & Non-Solicitation Agreement ("Agreement") is entered into between 16Fold LLC, an Ohio limited liability company ("Company"), and the individual identified above ("you," "Recipient," or "Contractor"), effective as of the date of electronic signature below.

1. No Employment Relationship Implied by This Agreement

This Agreement, by itself, does not create an employment, partnership, joint venture, or agency relationship. Your actual working relationship with the Company (employee, contractor, freelancer, or subcontractor) is governed separately by your engagement agreement, offer letter, or statement of work. This Agreement's confidentiality, IP assignment, and non-solicitation terms apply regardless of which category you fall into, for as long as you perform work for or have access to Company information.

2. Confidential Information — Definition

"Confidential Information" means any non-public information belonging to or relating to the Company, its products (including 16Fold and any sister brands or sub-products), or its clients, that you learn, create, access, or are given in the course of your work, including but not limited to:

• • Source code, software architecture, system design, AI agent configurations, prompts, and model instructions
• • Product roadmaps, unreleased features, and technical specifications
• • Business processes, internal tools, and operational methods
• • Client lists, client data, and client business information
• • Pricing, cost structures, and financial information
• • Business strategy, positioning, and competitive intelligence
• • Any idea, concept, app, project, or dataset the Company develops, owns, or is developing
• • Any information marked confidential, or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure

3. Your Confidentiality Obligations

You agree to:

• • Keep all Confidential Information strictly confidential, both during and after your work for the Company
• • Not disclose, publish, share, or communicate any Confidential Information to any third party without the Company's prior written consent
• • Use Confidential Information solely to perform the work the Company has engaged you to do — never for your own benefit, a side project, or any other person or company
• • Not copy, remove, retain, or transfer Confidential Information (code, data, documents, credentials, or otherwise) except as needed to perform your work, and only through Company-approved systems
• • Not reverse-engineer, decompile, or attempt to independently recreate the Company's products, systems, or methodologies for use outside the Company
• • Take reasonable security precautions (secure passwords, no sharing of access credentials, no storing Company data on personal unsecured devices or personal cloud accounts) to prevent unauthorized access or disclosure
• • Immediately notify the Company if you become aware of any unauthorized use or disclosure of Confidential Information

4. Ownership of Work Product — Assignment of Intellectual Property

Any and all work product you create, develop, author, or contribute to in connection with your work for the Company — including but not limited to source code, software, applications, designs, documentation, AI agent configurations, prompts, written content, inventions, improvements, and ideas (collectively, "Work Product") — is a "work made for hire" to the fullest extent permitted by law and is owned exclusively by the Company.

To the extent any Work Product does not automatically qualify as a work made for hire, you hereby irrevocably assign to the Company all right, title, and interest in and to such Work Product, including all associated intellectual property rights (copyright, patent, trade secret, and otherwise), worldwide and in perpetuity. You agree to sign any additional documents reasonably requested by the Company to confirm this assignment. This applies to Work Product created using Company systems, time, or resources, or that relates to the Company's actual or anticipated business, products, or projects.

5. No Reuse of Company Materials Elsewhere

You agree not to use, adapt, repurpose, or incorporate any Company code, architecture, prompts, designs, data, or other Confidential Information or Work Product in any other project, product, client engagement, or business — whether your own or on behalf of anyone else — during or after your work for the Company. This does not restrict your general skills, knowledge, and experience gained through the work, or information that is or becomes publicly available through no fault of yours (see Section 8, Exceptions).

6. Non-Solicitation (12 Months)

For twelve (12) months after your work for the Company ends, for any reason, you agree not to, directly or indirectly:

• • Solicit, divert, or attempt to do business with any client or customer of the Company that you worked with, learned about, or had access to information about during your engagement, for any competing or similar purpose
• • Solicit or attempt to hire, engage, or induce any employee, contractor, or freelancer of the Company to leave or reduce their work with the Company

This is a non-solicitation clause, not a non-compete — it does not restrict what other work you take on, what industry you work in, or who employs or contracts with you next. It only prevents actively targeting the Company's specific clients or people.

7. No Non-Compete

For clarity: this Agreement does not restrict your ability to work for, be employed by, or contract with any other company or client, in any industry, at any time, including competitors of the Company. Your only ongoing obligations after your work ends are confidentiality (Sections 2–3), Company ownership of Work Product already created (Section 4), non-reuse of Company materials (Section 5), and non-solicitation of specific clients/people for 12 months (Section 6).

8. Exceptions

Your obligations under Sections 2–3 and 5 do not apply to information that: (a) is or becomes publicly available through no breach of this Agreement by you, (b) you can show you rightfully knew before receiving it from the Company, (c) you rightfully receive from a third party without any breach of confidentiality, or (d) you are legally required to disclose by valid court order or law, provided you give the Company prompt notice where legally permitted so it may seek protective measures.

9. Duration of Confidentiality

Your confidentiality obligations for trade secrets (as defined by applicable law, including the Company's AI agent architecture, prompts, and system design) continue for as long as that information remains a trade secret. For all other Confidential Information, your obligations continue for five (5) years after your work for the Company ends, or until the information becomes publicly available through Company-authorized means, whichever is later.

10. Return or Destruction of Materials

Upon the Company's request, or when your work for the Company ends (whichever comes first), you will promptly return or permanently delete all Confidential Information and Company property in your possession or control — including code, documents, credentials, devices, and copies or derivatives of any of the above — and confirm in writing that you have done so if asked.

11. Remedies

You acknowledge that a breach of Sections 2, 3, 4, 5, or 6 may cause the Company irreparable harm that cannot be fully remedied by money damages alone. The Company is therefore entitled to seek injunctive or other equitable relief to enforce this Agreement, in addition to — not instead of — any other legal remedies available to it, including recovery of damages and reasonable attorneys' fees where permitted by law.

12. Governing Law & Dispute Resolution

This Agreement is governed by the laws of the State of Ohio, without regard to its conflict-of-laws principles. Any dispute arising from this Agreement will be resolved through binding arbitration under the American Arbitration Association's Commercial Arbitration Rules, with the arbitration seated in Erie County, Ohio, except that either party may seek injunctive relief in a court of competent jurisdiction as provided in Section 11.

13. Severability & Entire Agreement

If any provision of this Agreement is found unenforceable, the remaining provisions remain in full effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable. This Agreement represents the entire understanding between the parties regarding confidentiality, IP ownership, and non-solicitation, and supersedes any prior discussions on those specific topics. It does not replace or modify any separate employment offer, independent contractor agreement, or statement of work governing pay, hours, deliverables, or engagement terms.