TECHNOLOGY AND CONFIDENTIALITY AGREEMENT

This Technology and Confidentiality Agreement (the "Agreement") is made and entered into as of the date set forth below by and between Bad Day Industries, LLC dba The BDI Team (the "Company") and the undersigned individual (the "Employee/Contractor" This agreement covers the following entities Bad Day Industries, LLC The BDI Team Third Coast Health, LLC BDI Logistics, LLC Emergent Insight, LLC

1.1 Confidential Information: Includes but is not limited to proprietary information, intellectual property, trade secrets, financial data, client or patient information, business strategies, and any non-public information related to the Company.

1.2 Intellectual Property (IP): Any inventions, discoveries, processes, designs, trademarks, copyrights, and any other forms of innovation created by the Employee/Contractor during the course of their employment or contract with the Company.

2. Acknowledgment of Access to Confidential Information

The Employee/Contractor acknowledges that during their employment or contract with the Company, they will have access to confidential information that belongs to the Company or its clients/patients. They agree that any such information will not be disclosed to any third party or used for personal benefit without written consent from the Company.

3. Use of Technology and Systems

3.1 Technology Use: The Employee/Contractor agrees to use Company-provided technology, software, networks, and systems solely for work-related purposes. Misuse of Company technology, including unauthorized access or sharing of Company information, is strictly prohibited.

3.2 Security Practices: The Employee/Contractor agrees to follow the Company's security protocols, including the use of secure passwords, encryption, and other relevant IT security measures.

3,3 Return of Devices: Upon termination of employment or contract, the Employee/Contractor agrees to return any Company-provided devices, hardware, software, and access credentials.

4. Intellectual Property Ownership

4.1 Company Ownership of IP: Any work or intellectual property created by the Employee/Contractor during their tenure with the Company and in connection with their role is deemed to be owned by the Company. The Employee/Contractor agrees to assign all rights, title, and interest in such intellectual property to the Company.

4.2 Pre-existing IP: If the Employee/Contractor uses any pre-existing intellectual property in the course of their work for the Company, they will grant the Company a perpetual, royalty-free license to use it in connection with Company operations.

5. Confidentiality Obligations

5.1 Non-Disclosure: The Employee/Contractor agrees not to disclose any Confidential Information to third parties, both during and after the termination of employment/contract

5.2 Data Protection: The Employee/Contractor agrees to comply with all Company policies regarding data protection and privacy laws, including HIPAA compliance, when handling any patient or client information.

Upon termination of employment or contract, the Employee/Contractor agrees to immediately cease the use of any Confidential Information, return any Company property, and comply with all other Company policies related to the protection of technology and confidential data.

The Employee/Contractor acknowledges that any breach of this Agreement may result in legal action, termination of employment/contract, and possible claims for damages.

8.1 Governing Law: This Agreement shall be governed by the laws of Michigan 8.2 Amendments: This Agreement may only be amended in writing, signed by both the Company and the Employee/Contractor. 8.3 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect.

 

8.2 Any radios, or other electronic equipment that is signed out to the Employee/Contractor will be the responsibiulity of that individual until it is signed back in to logistics staff. If it is lost or destroyed due to negligence on the part of the employee/contractor they will be responsible for the replacement value of that item.

By signing below, the Employee/Contractor acknowledges that they have read, understood, and agreed to the terms of this Agreement.