Non-Disclosure & IP Assignment Agreement

Contractor / Developer Template

Aion Technologies LLC | www.todogroupapps.com

Effective Date: June 23, 2026

Revision Date: July 7, 2026

Version: 10.1

This Non-Disclosure and Intellectual Property Assignment Agreement ("Agreement") is entered into as of the date signed below ("Effective Date") between:

and

1. Purpose

The Company intends to disclose certain confidential and proprietary information to Contractor in connection with potential or actual services to be performed for the Company, including software development, design, quality assurance, or other technical services (the "Project"). This Agreement governs the protection of that information and the ownership of all work product.

2. Definition of Confidential Information

"Confidential Information" means all non-public information disclosed by the Company to Contractor, whether orally, in writing, electronically, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information includes, without limitation:

• Source code, object code, algorithms, and software architecture
• Product roadmaps, feature plans, and unreleased functionality
• Database schemas, API designs, and system architectures
• Business strategies, pricing, financial data, and customer information
• Trade secrets and proprietary business processes
• Any information that gives the Company a competitive advantage

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known to Contractor prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Contractor without use of Confidential Information.

3. Non-Disclosure Obligations

Contractor agrees to:

• Hold all Confidential Information in strict confidence;
• Not disclose Confidential Information to any third party without the Company's prior written consent;
• Not use Confidential Information for any purpose other than performing services for the Company;
• Protect Confidential Information with at least the same degree of care Contractor uses to protect its own confidential information, but in no event less than reasonable care;
• Promptly notify the Company upon discovery of any unauthorized use or disclosure of Confidential Information;
• Return or destroy all Confidential Information upon the Company's request or upon termination of services.

These obligations survive termination of this Agreement for a period of five (5) years, except that obligations with respect to trade secrets survive indefinitely.

4. Intellectual Property Assignment

4.1 Work Made for Hire

All work product, deliverables, inventions, discoveries, improvements, software code, designs, documentation, and other materials created, developed, or conceived by Contractor in connection with services for the Company (collectively, "Work Product") shall be considered "works made for hire" under the U.S. Copyright Act, 17 U.S.C. § 101, with the Company as the author and owner.

4.2 Assignment

To the extent any Work Product does not qualify as a work made for hire, Contractor hereby irrevocably assigns to the Company all right, title, and interest worldwide in and to the Work Product, including all intellectual property rights (copyright, patent, trade secret, trademark, and other proprietary rights).

4.3 Moral Rights

To the extent permitted by applicable law, Contractor waives all moral rights in the Work Product and agrees not to assert any such rights against the Company or its successors.

4.4 Further Assurances

Contractor agrees to execute any documents and take any actions reasonably requested by the Company to perfect, record, or enforce the Company's ownership of the Work Product.

4.5 Prior Inventions

If Contractor incorporates any pre-existing inventions or materials into the Work Product, Contractor grants the Company a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and distribute such materials as part of the Work Product.

5. Non-Solicitation

During the term of services and for one (1) year thereafter, Contractor agrees not to:

• Solicit or hire any Company employee, contractor, or service provider with whom Contractor had contact in connection with Company services;
• Solicit or contact any Company customer or prospect identified to Contractor during the engagement for competing services.

6. Non-Compete

During the term of services, Contractor agrees not to perform services for any direct competitor of the Company in the cleaning business management software space without the Company's prior written consent. This restriction is limited to the duration of the engagement and does not extend beyond the termination of services.

7. Representations and Warranties

Contractor represents and warrants that:

• Contractor has the legal authority to enter into this Agreement;
• Performance of services will not violate any other agreement to which Contractor is a party;
• Contractor is not subject to any non-compete or NDA that would restrict Contractor's ability to perform services for the Company;
• The Work Product, to Contractor's knowledge, will not infringe any third-party intellectual property rights.

8. Governing Law

This Agreement is governed by the laws of the State of North Carolina. Any disputes shall be resolved in the state or federal courts of Wake County, North Carolina.

9. Term

This Agreement is effective from the date signed and continues until terminated by either party upon written notice. Sections 2, 3, 4, 5, 8, 10, 11, 12, and 14 survive termination.

10. Indemnification

Contractor will defend, indemnify, and hold harmless the Company and its officers, directors, members, employees, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or related to: (a) Contractor's breach of this Agreement, including the confidentiality obligations in Section 3 or the representations and warranties in Section 7; (b) a claim that the Work Product infringes a third party's intellectual property rights, to the extent arising from material Contractor knew or should have known was not properly licensed or owned; or (c) Contractor's gross negligence or willful misconduct in performing services for the Company.

11. Injunctive Relief and Remedies

Contractor acknowledges that a breach of the confidentiality obligations in Section 3 or the intellectual property assignment in Section 4 may cause the Company irreparable harm for which monetary damages alone would be an inadequate remedy. Accordingly, the Company is entitled to seek injunctive or other equitable relief for any such breach or threatened breach, without the need to post a bond, in addition to any other remedies available at law or in equity.

12. Data Privacy and Customer Information

If Contractor's services involve access to personal information, including TodoClean customer, crew, or job data, Contractor will handle that information consistent with the Company's Privacy Policy and applicable data protection laws, will use it only as needed to perform the Project, will not copy or retain it outside Company-approved systems, and will promptly notify the Company of any suspected unauthorized access to or disclosure of that information.

13. Assignment

Contractor may not assign this Agreement without the Company's prior written consent. The Company may assign this Agreement in connection with a merger, acquisition, financing, reorganization, or sale of assets. This Agreement binds and benefits each party's permitted successors and assigns.

14. Severability

If any provision of this Agreement, including the non-compete in Section 6, is found unenforceable or invalid, that provision will be limited or severed to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

15. Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding confidentiality and IP ownership. It may not be amended except in writing signed by both parties.

SIGNATURES

TEMPLATE NOTE: This NDA template should be reviewed by a licensed North Carolina attorney before use. Consult your attorney regarding enforceability of non-compete provisions under applicable NC law.