Proprietary Information & Inventions Assignment (PIIA)

Fill-and-sign at hire. Replace every {{…}}. This agreement supplements — and where it addresses intellectual property, supersedes — §4 of the Employee Agreement. For the confidentiality/NDA clause, the Employee Agreement remains sufficient evidence of HRS-5; this form adds the full invention-assignment terms and the required state-law notices.

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1. Parties

• Worker (employee / contractor): {{worker_name}} · Start date: {{start_date}} · Role: {{worker_role}} · Work location (state): {{work_state}}
• Company: NEUROSCALE LLC, 46175 Westlake Dr Ste 300, Sterling, VA 20165 (“Neuroscale”)

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2. Definitions

• Confidential Information has the meaning given in §3 of the Employee Agreement and the Data Management Policy.
• Inventions means all inventions, discoveries, designs, developments, methods, improvements, works of authorship, software, models, data, know-how, and trade secrets, whether or not patentable or registrable, that I conceive, create, or reduce to practice, alone or with others.
• Company Inventions means Inventions that (a) relate to Neuroscale’s actual or anticipated business, research, or development; (b) result from work I perform for Neuroscale; or (c) are created using Neuroscale’s time, equipment, facilities, Confidential Information, or trade secrets.

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3. Disclosure of inventions

I will promptly and fully disclose to Neuroscale, in confidence, all Inventions I make during my engagement so that Neuroscale can determine whether they are Company Inventions. Disclosure does not by itself transfer ownership of any Invention that is not a Company Invention.

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4. Assignment of Company Inventions

I hereby irrevocably assign to Neuroscale all of my right, title, and interest worldwide in and to all Company Inventions and all associated intellectual-property rights (patents, copyrights, trademarks, trade secrets, and moral rights), effective at the moment each Company Invention is created. To the extent any Company Invention is a “work made for hire” under applicable copyright law, it is deemed such and owned by Neuroscale; to the extent it is not, this section operates as a present assignment of it. This assignment does not apply to any Invention that qualifies for exclusion under the law of my work state as set out in Exhibit B.

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5. Moral rights

To the extent permitted by law, I waive and agree not to assert any moral rights, rights of attribution, or rights of integrity I may have in any Company Invention, and I consent to Neuroscale’s use and modification of it.

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6. Prior inventions

I have listed in Exhibit A all Inventions I made or acquired before my engagement that I wish to exclude from this agreement. If Exhibit A is blank, I represent that there are no such prior Inventions. If, in the course of my engagement, I incorporate any prior Invention into a Company Invention or Neuroscale product, I grant Neuroscale a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to make, use, modify, and distribute that prior Invention as part of the Company Invention or product.

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7. Further assurances and power of attorney

I will, at Neuroscale’s request and expense, sign documents and take actions reasonably necessary to perfect, register, and enforce Neuroscale’s rights in Company Inventions, including after my engagement ends. I irrevocably appoint Neuroscale as my attorney-in-fact to execute such documents on my behalf if I am unable or unwilling to do so.

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8. No conflicting obligations

I represent that my entering into and performing this agreement does not breach any agreement with, or obligation to, any prior employer or third party, and that I will not bring to Neuroscale or use any confidential or proprietary information of a third party without authorization.

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9. Return of materials

On separation, or earlier on request, I will return or destroy all Neuroscale property, Confidential Information, and materials embodying Company Inventions, and certify that I have done so, per the Offboarding Procedure and the Exit Acknowledgement.

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10. Survival

My obligations under this agreement survive the end of my engagement. Nothing in this agreement limits my right to report possible violations of law to a government agency or to make disclosures protected under whistleblower law (18 U.S.C. §1833(b) immunity for trade-secret disclosure in confidence to a government official or attorney solely for reporting or investigating a suspected violation of law, or in a sealed court filing). See the Whistleblower Policy.

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11. Signature

Worker (employee / contractor) Signature: _______________________________ Printed Name: {{worker_name}} Title: {{worker_role}} Date: ___________________________________ Company (Neuroscale) Signature: _______________________________ Printed Name: {{company_signer_name}} Title: {{company_signer_title}} Date: ___________________________________

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Exhibit A — Prior inventions

List any Inventions made or acquired before the start date that are excluded from this agreement. Write “None” if there are none. Worker initials: {{worker_initials}}

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Exhibit B — State-law notices

Notice of limitation on assignment. This agreement’s assignment of Inventions does not apply to an Invention that I developed entirely on my own time without using Neuroscale’s equipment, supplies, facilities, or trade-secret information, except for Inventions that either (a) relate at the time of conception or reduction to practice to Neuroscale’s business or to its actual or demonstrably anticipated research or development, or (b) result from any work I performed for Neuroscale. This statutory limitation is required by, and is provided to satisfy, the following state laws as applicable to my work location: California Labor Code §2870; Delaware 19 Del. C. §805; Illinois 765 ILCS 1060/2; Kansas K.S.A. §44-130; Minnesota Minn. Stat. §181.78; North Carolina N.C. Gen. Stat. §§66-57.1–57.2; New Jersey N.J.S.A. §34:1B-265; Nevada Nev. Rev. Stat. §600.500; Utah Utah Code §§34-39-1–34-39-3; and Washington R.C.W. §49.44.140. Where my work state imposes a notice or exclusion broader than the above, that state’s provision controls for me. By signing §11, I acknowledge that I have read and received this notice.

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Variables

Exhibit A (prior inventions) is completed by hand at signing — leave its rows blank to fill in, or write “None”. | {{worker_initials}} | Worker’s initials on Exhibit A |

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Cross-references

• Employee Agreement & Confidentiality Acknowledgement — at-hire infosec + confidentiality/NDA + policy acknowledgement.
• Human Resources Security Policy — terms & conditions of employment.
• Data Management Policy — Confidential Information definition and handling.
• Whistleblower Policy — protected disclosures and DTSA immunity.
• Offboarding Procedure / Exit Acknowledgement — return of materials and surviving obligations.

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