Team Member Confidentiality and IP Agreement

Annex accepted by every team member, associate, partner and creator at onboarding, in addition to the Terms. Built on Article 5 of the Emanay Associate Consulting Agreement.

This Agreement is made between Emanay Incorporated, a Florida corporation, 1221 Brickell Ave, Suite 900, Miami, FL 33131, a wholly owned subsidiary of Emanay Holdings LLC (with its affiliates, the “Company”), and the person or company accepting it (the “Team Member”), who provides services to the Company or its clients.

1. Confidential Information

1.1 The Team Member shall keep confidential all confidential or proprietary information (whether so designated by the Company or confidential by its nature), financial statements, data, documentation, processes and techniques, in any medium or form, relating to any client engagement or to the business of the Company or its affiliates, that comes to the Team Member’s attention in the course of the services or is otherwise acquired or developed by the Team Member while providing them (“Confidential Information”). Confidential Information expressly includes: (a) client identities, books, bank, tax and financial records, deals, documents and personal data; (b) the Company’s business model and methods, including its group structure, engagement and fee structures, pricing, billing and payment flows, client-office model, processes, playbooks, checklists and templates; (c) the Emanay OS and all of the Company’s technology, data, workflows and automations; and (d) the Company’s financials, pipeline, partners, creators, referral sources, lenders and investors, and its terms with any of them.

1.2 The Team Member shall not use Confidential Information except to perform the services, and shall not disclose it to anyone other than Company personnel who need it for that purpose.

1.3 These restrictions do not apply to information that is (i) independently developed by the Team Member prior to or independent of the disclosure, (ii) publicly available, (iii) rightfully received from a third party without a duty of confidentiality, (iv) required to be disclosed by law, to the extent only that disclosure is required, or (v) disclosed with the Company’s prior written approval.

2. Work Product and Intellectual Property

2.1 All research, reports, data, financial statements, models, schedules, processes, code and other documentation, material or information, in any medium or form, produced by or on behalf of the Team Member in providing the services, and all intellectual property of any nature in it (the “Work Product”), are the sole property of the Company, and shall not be used by the Team Member for any purpose other than providing the services.

2.2 The Company’s business model, methods, templates and the Emanay OS remain the exclusive property of the Company. The Team Member shall not copy, adapt or use them for themselves or for any other person, firm or business, during or after the services.

2.3 The Team Member waives all moral rights it has or may have in the Work Product, shall obtain the same waivers from its employees, contractors, officers and others for whom it is responsible, and shall take all steps reasonably requested by the Company to perfect, register or evidence the Company’s ownership of the Work Product.

3. Return of Information

When the services end for any reason, or on the Company’s request, the Team Member shall promptly deliver to the Company, or permanently delete, all documents, records, reports and other information or data relating to the services, including all copies, and confirm this in writing.

4. Publicity

The Team Member shall not make public statements about the Company, its clients or the services, nor use the Company’s name in any advertising or publicity, without the Company’s prior written approval.

5. Personnel

The Team Member shall ensure that its employees, contractors, officers and others for whom it is responsible comply with this Agreement, and is liable to the Company for any breach by them.

6. General

This Agreement survives the end of the services; is governed by the laws of the State of Florida, and the parties submit to the jurisdiction of the courts of the State of Florida; remains in force if any provision is held invalid; adds to and does not replace any NDA or services agreement between the parties; and may be accepted electronically.

EMANAY INCORPORATED — Per: ______________________ Name: Alexandre R.J. Camus · Title: Managing Director · Date: ________

TEAM MEMBER — Per: ______________________ Name: ______________________ Company (if any): ______________________ Date: ________