DRAFT TEMPLATE, counsel-pending review
This document is a structural draft for investor data-room visibility.
Outside counsel will finalize all binding language.
Do not execute without counsel review.

CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT (CIIAA)

Entity: Rōvn, Inc. ("Company") Jurisdiction: State of Delaware Counterparty: [Name of Employee / Contractor / Founder / Advisor] ("Service Provider") Effective Date: [Date of execution] Version: Draft v0.1 · 2026-05-14

RECITALS

A. Rōvn, Inc. is a Delaware C-Corporation engaged in healthcare workforce trust infrastructure. B. Service Provider provides services to the Company and will have access to its Confidential Information. C. The parties wish to protect Company's intellectual property and confidential information.

1. DEFINITIONS

1.1 "Confidential Information" means all non-public technical, business, financial, and customer information of the Company, including without limitation: - (a) Technical: source code, algorithms, ML models, system architecture, designs, prototypes, datasets (non-PHI), security configurations, API designs. - (b) Business: financial information, strategic plans, pricing, customer lists, partner agreements, hiring plans, investor materials. - (c) Customer: identities of customers, prospective customers, terms of customer agreements, and information about customer workforce structures, with the exception of PHI which is governed exclusively by HIPAA and the Business Associate Agreement.

1.2 "Inventions" means any inventions, discoveries, developments, concepts, ideas, improvements, algorithms, software, designs, documentation, processes, know-how, trade secrets, mask works, and works of authorship, whether or not patentable or copyrightable.

1.3 "Work-Related Inventions" means all Inventions that are (a) made or conceived during the Service Provider's engagement with the Company, (b) made or conceived using Company resources, (c) made or conceived within the scope of work performed for the Company, or (d) directly related to the Company's business or actual or anticipated research and development.

1.4 "Prior Inventions" means Inventions made or owned by the Service Provider prior to the Effective Date, as listed on Schedule A. Absent listing, Service Provider acknowledges no Prior Inventions exist.

2. CONFIDENTIAL INFORMATION

2.1 Non-Disclosure. Service Provider shall not directly or indirectly disclose, use, copy, or transfer Confidential Information except as required to perform services for the Company.

2.2 Standard of Care. Service Provider shall protect Confidential Information with at least the same degree of care used to protect the Service Provider's own confidential information, but no less than a reasonable standard.

2.3 Duration. - (a) Trade secrets: non-disclosure obligations are perpetual. - (b) Other confidential information: non-disclosure obligations survive for two (2) years after the end of engagement, except where longer survival is required by law.

2.4 Exclusions. Confidential Information does not include information that: - (a) is or becomes publicly available through no fault of Service Provider; - (b) was lawfully known to Service Provider prior to disclosure by Company without obligation of confidentiality; - (c) is independently developed by Service Provider without reference to Confidential Information; - (d) is rightfully obtained from a third party without obligation of confidentiality.

2.5 Defend Trade Secrets Act Notice. Pursuant to 18 U.S.C. §1833(b), Service Provider has immunity for disclosure of a trade secret made (a) in confidence to a federal/state/local government official or attorney solely for the purpose of reporting a suspected violation of law, or (b) in a sealed complaint or other filing.

3. ASSIGNMENT OF INVENTIONS

3.1 Present Assignment. Service Provider hereby irrevocably assigns to the Company all right, title, and interest worldwide in and to all Work-Related Inventions, including all intellectual property rights therein.

3.2 Retroactive Assignment. All Work-Related Inventions created or conceived by Service Provider prior to the Effective Date but in connection with services or contemplated services for the Company (including pre-incorporation work and work performed during the predecessor entity Rovn LLC) are hereby assigned to Rōvn, Inc. effective as of original creation. This includes, for clarity, work performed by Founders and by platform engineering contractors under engagement.

3.3 Works Made for Hire. All work product created by Service Provider in the scope of services is a "work made for hire" under the U.S. Copyright Act to the extent permitted by law; otherwise it is assigned per Section 3.1.

3.4 Further Assurances. Service Provider agrees to execute documents and take actions reasonably necessary to perfect the Company's rights, including patent applications, copyright registrations, and trademark filings. Service Provider appoints the Company as attorney-in-fact for this limited purpose.

3.5 State-Law Carve-Outs. Service Provider is notified that this assignment does not apply to any Invention that qualifies fully under any applicable state law (e.g., California Labor Code §2870, similar Delaware/Washington/Illinois statutes), i.e., developed entirely on the Service Provider's own time, without Company resources, and not related to Company business.

4. DISCLOSURE OBLIGATIONS

4.1 Inventions Disclosure. Service Provider shall promptly disclose to the Company all Work-Related Inventions in writing.

4.2 Prior Inventions Disclosure. Service Provider has listed all Prior Inventions on Schedule A. Service Provider grants Company a non-exclusive, royalty-free, worldwide license to any Prior Invention incorporated into Company products.

4.3 No Conflicts. Service Provider represents that engagement with the Company does not breach any agreement with a third party, and that no Inventions of third parties will be incorporated into Company products without disclosure and consent.

5. RETURN OF PROPERTY

5.1 On Termination. Upon end of engagement, Service Provider shall promptly return all Company property, including documents, devices, credentials, source code, customer data, and any copies thereof.

5.2 Certification. Service Provider shall, on request, certify in writing that all Company property has been returned and that no copies are retained.

5.3 Personal Devices. If Confidential Information resides on personal devices, Service Provider shall permit the Company to verify deletion, subject to reasonable privacy controls.

6. NON-DISCLOSURE POST-ENGAGEMENT

6.1 Service Provider acknowledges that Section 2 (Confidentiality) survives termination and is enforceable per its terms.

7. NON-SOLICITATION

7.1 Employees. During engagement and for twelve (12) months thereafter, Service Provider shall not directly or indirectly solicit, induce, or attempt to recruit any Company employee, contractor, or consultant.

7.2 Customers. During engagement and for twelve (12) months thereafter, Service Provider shall not solicit Company customers (defined as facilities, networks, or partners with whom Service Provider had material contact) for competing services.

7.3 Reasonableness. The parties acknowledge these restrictions are reasonable; if found overbroad, they shall be reformed to the maximum enforceable scope under Delaware law.

8. CONFLICT-OF-INTEREST DISCLOSURE

8.1 Outside Engagements. Service Provider shall disclose any outside engagement, consulting, advisory role, board seat, or material investment that could create a conflict of interest with the Company.

8.2 Pre-Existing Obligations. Service Provider has disclosed all pre-existing obligations to former employers (NDAs, non-competes, IP assignments) and represents none materially conflict with the Service Provider's obligations hereunder.

8.3 Ongoing Duty. Service Provider shall update disclosures as circumstances change.

9. EQUITABLE REMEDIES

9.1 Service Provider acknowledges that breach of Sections 2, 3, 6, or 7 would cause irreparable harm not adequately remedied by monetary damages and that the Company is entitled to seek injunctive relief in addition to other remedies, without posting bond.

10. SURVIVAL

10.1 Sections 2 (Confidentiality · per its terms), 3 (Assignment · perpetual), 5 (Return), 6 (Post-Engagement Non-Disclosure), 7 (Non-Solicit · 12 months), 9 (Equitable Remedies), and 11 (General) survive termination of engagement.

11. GENERAL

11.1 Governing Law. This Agreement is governed by Delaware law without regard to conflicts principles.

11.2 Venue. Exclusive jurisdiction in state and federal courts of Delaware.

11.3 Entire Agreement. Supersedes prior agreements on the same subject matter.

11.4 Amendment. Only by written agreement signed by both parties.

11.5 Severability. Invalid provisions reformed to nearest enforceable scope; remainder unaffected.

11.6 Assignment. Service Provider may not assign. Company may assign in connection with a sale, merger, or reorganization.

11.7 Counterparts. May be executed in counterparts, including electronic signatures.

11.8 At-Will. Nothing herein creates a guaranteed term of service.

SCHEDULE A, PRIOR INVENTIONS

Service Provider lists below any Inventions made or owned prior to the Effective Date that should be excluded from assignment hereunder. Absent any listing, Service Provider represents no such Inventions exist.

If no Prior Inventions: ☐ None.

End of Draft v0.1 · 2026-05-14 Outside counsel review required. Each engagement should execute a counterpart on engagement.