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Version 1 (Original / Initial Draft)2356 chars

EMPLOYMENT AND CONFIDENTIALITY AGREEMENT

This Employment Agreement ("Agreement") is entered into as of October 12, 2025, by and between Apex Systems Global Inc. ("Company") and Employee ("Employee").

1. POSITION AND DUTIES
Employee shall serve as Senior Software Engineer on an exclusive full-time basis, dedicating 100% of professional attention and efforts to the Company.

2. INTELLECTUAL PROPERTY ASSIGNMENT
Employee hereby unconditionally assigns to the Company all worldwide right, title, and interest in and to any and all inventions, designs, source code, patentable ideas, algorithms, and discoveries conceived, reduced to practice, or authored by Employee, solely or jointly with others, during the term of employment, whether or not conceived during regular business hours, whether or not conceived on Company premises, and whether or not relating to Company's current products or prospective exploratory business lines.

3. NON-COMPETE COVENANT
For a period of twenty-four (24) continuous months following the termination of employment for any reason (whether voluntary or involuntary), Employee shall not directly or indirectly engage in, advise, invest in, consult for, or be employed by any enterprise anywhere globally that operates in any software, SaaS, artificial intelligence, or technology business line similar to or competing with Company.

4. TERMINATION AND AT-WILL CLAUSE
The Company reserves the unilateral right to terminate Employee's employment at any time, immediately, without cause, and without any advance written notice or payment in lieu of notice. In such event, Employee shall only be entitled to earned base salary through the final day worked, waiving all claims to unvested options or severance.

5. INDEMNIFICATION BY EMPLOYEE
Employee agrees to defend, indemnify, and hold harmless the Company, its directors, and affiliates from and against any third-party claims, legal defense fees, damages, or liabilities arising from any bug, defect, or operational outage allegedly caused by code authored or committed by Employee.

6. GOVERNING LAW AND ARBITRATION
This Agreement shall be governed exclusively by the laws of the State of Delaware. Any dispute shall be resolved via mandatory binding individual arbitration in Wilmington, DE, with Employee waiving all rights to jury trial and class action participation.

Version 2 (Revised / Counterparty Proposal)1019 chars

EMPLOYMENT AND CONFIDENTIALITY AGREEMENT (REVISED DRAFT)

1. POSITION AND DUTIES
Employee shall serve as Senior Software Engineer on a standard full-time basis.

2. INTELLECTUAL PROPERTY ASSIGNMENT (AMENDED)
Employee assigns to the Company inventions, designs, and code authored by Employee during regular working hours, utilizing Company hardware or software resources, and directly relating to the Company's active commercial products. All pre-existing inventions and personal side-projects listed on Schedule A remain Employee's exclusive property.

3. NON-COMPETE COVENANT (AMENDED)
For a period of six (6) months following departure, Employee shall not work for direct enterprise competitor software platforms within a 50-mile geographic radius.

4. TERMINATION AND NOTICE
Either party may terminate employment upon thirty (30) days advance written notice, or payment of thirty (30) days salary in lieu of notice.

5. GOVERNING LAW & ARBITRATION
Governed by the laws of Delaware, with dispute costs shared equally.