Intellectual Property License

This Licensing, Confidentiality, IP and Restrictive Covenant Agreement ("Agreement") is made by and between the following parties: AMERICAN MARKET GARDEN LLC d/b/a ONDOC.AI, a Texas Limited Liability Company (the "Licensor") and [Doctor] ("Licensee"). This Agreement is effective as of the recorded date of Licensee's signature entering into this Agreement (the "Effective Date").

For good and valuable consideration, including but not limited to, Agreement with the Licensor, and access to the Licensor's business, and disclosure of Confidential Information, which would not be provided but for this Agreement, Licensee and the Licensor agree as follows:

Note: This Agreement works in conjunction with the Terms of Service, which governs service delivery, payment terms, and general platform usage. Both agreements must be accepted to use the OnDoc.ai platform.

1. Definitions

Capitalized terms not otherwise defined herein have the meanings stated in Addendum A to this Agreement.

2. Grant of License

Subject to the terms and conditions of this Agreement, Licensor grants Licensee a non-exclusive, non-transferable, revocable license to access and use the OnDoc.AI software platform (the "Platform") for the purpose of creating and distributing personalized videos featuring a computer-generate version of Licensee's voice and visual likeness (the "Physician-Likeness"). Licensor aims to protect its confidential and proprietary information that will be shared with or made accessible to Licensee during this Agreement. This information pertains to Licensor's development of an AI-powered digital video production program designed to reduce medical office administrative burdens. The program will create videos featuring the Physician-Likeness, which may help physicians streamline their practice management. Licensor is committed to safeguarding this information to maintain its intellectual property rights and competitive edge in the market.

2.1. Agreement Disclosure

Licensor is the creator and owner of the Intellectual Property described in this Agreement and represents and warrants that Licensee has provided the Licensor with a true and correct copy of all currently enforceable Agreements to which Licensee is a party which might preclude this Agreement.

3. Confidential Information

3.1. Definition

"Confidential Information" of Licensor shall include Trade Secrets as defined in Tex. Civ. Prac. & Rem. Code § 134A.002, et seq. Confidential Information means all confidential, competitively valuable, non-public or proprietary information of Licensor that is conceived, made, developed or acquired by or disclosed to Licensee (whether conveyed orally or in writing), individually or in conjunction with others, during the period of this Agreement including:

• technical information of the Licensor, including Physician-Likeness, computer programs, software, databases, data, ideas, know-how, formulae, compositions, processes, discoveries, machines, inventions (whether patentable or not), designs, developmental or experimental work, techniques, improvements, work in process, research or test results, original works of authorship, training programs and procedures, diagrams, digital animation, charts, business and product development plans, and similar items;
• information relating to the Licensor or any of its affiliates' businesses or properties, products or services (including all such information relating to corporate opportunities, operations, future plans, methods of doing business, business plans, strategies for developing business and market share, research, financial and sales data, pricing terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or acquisition targets or their requirements, the identity of key contacts within customers' organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names and marks) or pursuant to which the Licensor or any of its affiliates owes a confidentiality obligation; and
• other valuable, confidential information and trade secrets of the Licensor, its affiliates, its customers or other third parties.

Moreover, all documents, videotapes, written presentations, brochures, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, e-mail, voice mail, electronic databases, maps, drawings, architectural renditions, models and all other writings or materials of any type including or embodying any of such information, ideas, concepts, improvements, discoveries, inventions and other similar forms of expression are and shall be the sole and exclusive property of the Licensor or its other applicable affiliates and be subject to the same.

3.2. Access to and Protection of Confidential Information

Licensor shall provide Licensee with access to Confidential Information as reasonably necessary for the performance of this Agreement, subject to the confidentiality obligations set forth herein. Both during and after the Agreement Period, Licensee shall: (a) Use Confidential Information solely for the Licensor's benefit within the scope of this Agreement; (b) Not retain, withhold, take, disclose, or use Confidential Information for any other purpose; (c) Protect and safeguard the Confidential Information as secret; and (d) Not circumvent this Agreement, interfere with, or diminish the value of any Confidential Information to the Licensor and/or any Affiliate. Notwithstanding the foregoing, Licensee and Licensor may disclose to third parties that Licensee is available to work with such third parties on Licensor's platform, provided that Licensee does not disclose any Confidential Information in connection with such availability and complies with all other provisions of this Agreement.

3.3. Notice and Cooperation

Licensee shall immediately notify Licensor of any unauthorized disclosure or use of Confidential Information by Licensee or any other person or entity of which Licensee becomes aware or reasonably suspects. Licensee shall cooperate fully with Licensor in protecting Licensor's rights regarding Confidential Information.

3.4. Return of Confidential Information

All Confidential Information shall remain the property of the Licensor and/or its Affiliates. Upon Licensor's request or the termination of this Agreement, Licensee shall promptly return all Confidential Information within Licensee's possession, custody, or control. Licensor shall have the right to review, inspect, copy, and/or confiscate Confidential Information during and after the Agreement Period.

3.5. Third Party Requests

If Licensee receives any request or demand to disclose Confidential Information by legal process or otherwise, Licensee shall promptly notify Licensor and provide a copy of such request if applicable. Licensor shall have the right to defend against the request in Licensee's name and stead.

3.6. Third Party Confidential Information

During the Agreement Period, Licensee shall not bring onto Licensor's premises or systems any confidential or proprietary information of any third party, except as necessary for the performance of this Agreement and consistent with Licensor's agreements with such third party, if any.

3.7. Acknowledgments

Licensee acknowledges that Confidential Information: (a) is valuable to Licensor and its Affiliates and contributes to their reputation, sales, and profits; (b) has been developed or acquired through considerable investment by Licensor and/or its Affiliates; (c) is protected by reasonable measures taken by Licensor and/or its Affiliates; and (d) includes non-public information about Licensor and/or its Affiliates.

4. Intellectual Property

4.1. Ownership

Licensor retains all rights, title, and interest in and to the Platform, including all intellectual property rights therein. Licensee acknowledges that the license granted under this Agreement does not provide Licensee with title to or ownership of the Platform. All videos created by Licensor under this Agreement shall be the sole property of Licensor. Licensee is granted a limited, non-exclusive, non-transferable, non-sub-licensable right to use the personalized videos featuring Licensee's likeness solely in connection with Licensee's active subscription to Licensor's video platform. Licensee's right to use such videos shall terminate immediately upon the expiration or termination of Licensee's subscription.

4.2. License

Subject to payment of fees as outlined in the Terms of Service, Licensor: (a) grants, transfers and assigns to the Licensee, for a period of one (1) year, the right to use Intellectual Property produced by Licensor created specifically for the Licensee's use; there is no license granted to the source code nor is licensee authorized to duplicate or re-license Intellectual Property to any other party or consumer. This License is not transferable to any other person or entity other than the Licensee named in this Agreement, including trustees in bankruptcy, receivers, or others who may become in charge of the assets of the Licensee upon insolvency.

4.3. Right of Publicity

Licensee grants Licensor the right to use Licensee's visual and voice likeness, as captured by Licensor and/or submitted to the Platform by Licensee, in the videos created through templates available on the Platform, for the purpose of creating personalized videos for Licensee's use. This right of use is limited to the creation and distribution of videos through Licensor's platform and shall not extend to any other use or distribution of Licensee's likeness without Licensee's prior written consent. This right shall survive the termination of this Agreement.

4.4. Promotional Use

Licensor may create and use video clips featuring Licensee's visual and voice likeness for promotional purposes related to the Platform, including but not limited to advertisements, social media posts, and website content. Licensor shall obtain Licensee's prior written approval for any promotional use of Licensee's likeness.

4.5. Sub-licensing Rights

Licensor shall have the right to sublicense the use of videos featuring Licensee's likeness to third parties, provided that such sub-licensing is in connection with the promotion or use of Licensor's video platform. Licensor shall obtain Licensee's prior written approval in advance for any sub-licensing use of Licensee's likeness. Licensor shall be solely responsible for any revenue generated through sub-licensing and shall pay Licensee a sub-licensing fee equal to 75% of gross sub-licensing revenues if applicable.

5. Restrictive Covenants

The restrictive covenants stated in this Section are independent of and severable from one another.

5.1. Non-Competition and Non-Solicitation

During the Term of this Agreement and for a period of one (1) year following termination, Licensee shall not, directly or indirectly: (a) engage in any business that competes with Licensor; (b) induce or attempt to induce any customer, supplier, licensee, or other business relation of Licensor to cease doing business with Licensor; or (c) solicit or hire any person who is or was an employee or independent contractor of Licensor.

5.2. Non-Disparagement and Media Nondisclosure

During the Term of this Agreement and at all times thereafter, Licensee shall not make any disparaging statements about Licensor or disclose any information to the media relating to the business of Licensor, the relationship between the parties, or any disputes between the parties.

6. Dispute Resolution

6.1. Licensor Notification

Licensee authorizes the Licensor to notify Licensee's prospective future licensors of the terms of this Agreement.

6.2. Remedies

Because of Licensee's access to Confidential Information, Licensee's breach of any restrictive covenants stated in Sections 3, 4 and/or 5 will constitute immediate and irreparable harm to the Licensor for which damages alone are inadequate remedy, and will entitle the Licensor to all appropriate legal and equitable relief, including but not limited to, injunctive relief and specific performance, without regard to the Parties separate Mandatory Arbitration Agreement. Neither party shall be required to post any bond, undertaking or other financial deposit or guarantee in seeking or obtaining such equitable relief.

6.3. Settlement of Existing Rights

This Agreement replaces any existing similar or overlapping agreement between the Parties. All Confidential Information, intellectual property and/or goodwill known to Licensee from any past Agreement with the Licensor and/or any Affiliate as applicable and is subject to the applicable provisions of this Agreement. All Licensor and Affiliate information and/or tangible property other than Confidential Information shall remain the property of the Licensor and/or affiliate as applicable, and Licensee shall deliver to the Licensor all such information and/or property within Licensee's possession, custody or control immediately upon the Licensor's request and/or the Termination Date, as applicable.

6.4. EXCLUSIVE VENUE

ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE RESOLVED THROUGH BINDING ARBITRATION CONDUCTED IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY SEEK INJUNCTIVE RELIEF IN THE COURTS OF DALLAS COUNTY, TEXAS, WHICH SHALL BE THE EXCLUSIVE VENUE FOR SUCH ACTIONS.

6.5. Attorneys' Fees

In the event of a lawsuit for relief relating to any breach of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees, costs of court, and other expenses of litigation, in addition to any other remedy.

7. General Provisions

7.1. Entire Agreement and Understanding

This Agreement, together with the Terms of Service, embodies the complete agreement and understanding between the Parties and supersedes any prior agreements and/or understandings between the Parties, written or oral, regarding the subject matter herein. LICENSEE ACKNOWLEDGES AND REPRESENTS THAT LICENSEE HAS READ THIS AGREEMENT BEFORE SIGNING IT, AND THAT LICENSEE FULLY UNDERSTANDS ITS PURPOSES, TERMS AND PROVISIONS, WHICH LICENSEE EXPRESSLY ACKNOWLEDGES TO BE REASONABLE IN ALL RESPECTS. LICENSEE IS ENTERING INTO THIS AGREEMENT VOLUNTARILY.

7.2. Amendment, Waiver, and Severability

No term or condition of this Agreement may be amended or deemed waived except by a writing signed by the Party against whom enforcement of the amendment or waiver is sought. No written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

7.3. NO RELIANCE

NO PARTY IS RELYING ON ANY REPRESENTATION OR STATEMENT OF THE OTHER PARTY OUTSIDE OF THE TERMS OF THIS AGREEMENT; THE PARTIES HAVE ENTERED INTO THIS AGREEMENT BASED EACH ON THEIR OWN INDEPENDENT JUDGMENT.

8. Governing Law

The construction, validity and interpretation of this Agreement and any exhibits or addenda will be governed and construed exclusively in accordance with Texas law, unless preempted by federal law.

By agreeing to the terms and conditions upon sign-up, the parties acknowledge that they have read, understood, and agree to be bound by the terms and conditions of this Agreement.

ADDENDUM A

Definitions

"Intellectual Property" for purposes of this IP License, shall mean the finished product, which may mean the animation or video containing a Physician-Likeness of a specific doctor, created specifically for a doctor or a client of the Licensee as the case may be, and shall also include Licensee's visual and voice likeness as used in the video templates created under this Agreement.

"Trade secret" means all forms and types of information, including business, scientific, technical, economic, or engineering information, and any formula, design, prototype, pattern, plan, compilation, program device, program, code, device, method, technique, process, procedure, financial data, or list of actual or potential customers or suppliers, whether tangible or intangible and whether or how stored, compiled, or memorialized physically, electronically, graphically, photographically, or in writing if: (A) the owner of the trade secret has taken reasonable measures under the circumstances to keep the information secret; and (B) the information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, another person who can obtain economic value from the disclosure or use of the information.

"Misappropriation" means:

(A) acquisition of a trade secret of another by a person who knows or has reason to know that the trade secret was acquired by improper means; or (B) disclosure or use of a trade secret of another without express or implied consent by a person who: (i) used improper means to acquire knowledge of the trade secret; (ii) at the time of disclosure or use, knew or had reason to know that the person's knowledge of the trade secret was: (a) derived from or through a person who used improper means to acquire the trade secret; (b) acquired under circumstances giving rise to a duty to maintain the secrecy of or limit the use of the trade secret; or (c) derived from or through a person who owed a duty to the person seeking relief to maintain the secrecy of or limit the use of the trade secret; or (iii) before a material change of the position of the person, knew or had reason to know that the trade secret was a trade secret and that knowledge of the trade secret had been acquired by accident or mistake.

"Reverse Engineering" means the process of studying, analyzing, or disassembling a product or device to discover its design, structure, construction, or source code provided that the product or device was acquired lawfully or from a person having the legal right to convey it.

"Willful and malicious misappropriation" means intentional misappropriation resulting from the conscious disregard of the rights of the owner of the trade secret.