Confidentiality Agreement

This Confidentiality Agreement (the "Agreement") is entered into by and between

Empower Clinic Services, L.L.C., a Texas LLC, with an address of 7601 North Sam Houston Parkway West, Suite 100, Houston, TX 77064, and Empower Clinic Services New Jersey, LLC, a Delaware LLC, with an address of 1209 Orange Street, Wilmington, New Castle County, Delaware 19801 (collectively "Empower"), and the undersigned Party ("Designee") to become effective on the date of the Designee’s signature (“Effective Date”) (each of Empower and Designee is a “Party” and collectively are the “Parties”).

BACKGROUND

WHEREAS, the Parties will be given access to Confidential Information (as defined below) relating to each other's businesses and affairs; and

WHEREAS, the Parties hereto wish to set forth their understanding with respect to the provision, retention and return of such Confidential Information during and after the discussions regarding a potential business relationship (“Purpose”).

NOW, THEREFORE, in consideration of the premises and the mutual covenants and obligations hereinafter set forth, the sufficiency of which is hereby acknowledged, the Parties hereto hereby agree as follows:

Section 1. Confidential Information. Except as set out in Section 2 below, "Confidential Information" means all non-public, confidential, or proprietary information disclosed before, on or after the Agreement is signed pursuant to Section 7 below and becomes effective, by either Party (a "Disclosing Party") to the other Party (a "Recipient") or its affiliates, or to any of such Recipient's or its affiliates' employees, officers, directors, partners, shareholders, agents, attorneys, advisors (including without limitation, attorneys, accountants, consultants, bankers and financial advisors), or accountants (collectively, "Representatives") to which such disclosure is necessary for purposes of the discussions contemplated by this Agreement, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential," including, without limitation: (a) all information concerning the Disclosing Party's and its affiliates', and their customers', suppliers', and other third parties' past, present, and future business affairs including, without limitation, finances, customer information, supplier information, services, organizational structure and internal practices, forecasts, sales and other financial results, records and budgets, and business, marketing, development, sales, and other commercial strategies (e.g., policies and procedures, existing and future business plans, business opportunity plans, financial projections, financial formulas, cost estimates and sources, product projections, capital expenditure forecasts, expense reports, investor and potential investor materials); (b) information about the Disclosing Party’s existing, new or envisioned products and processes and their development and performance, any scientific, engineering, or technical information (e.g., product formulas, master batch records, and other manufacturing or quality assurance records and procedures); (c) the Disclosing Party's unpatented inventions, ideas, methods, and discoveries, trade secrets, know-how, unpublished patent applications, and other confidential intellectual property; (d) all designs, specifications, documentation, components, source code (e.g., source code, object code and machine code), object code, images, icons, audiovisual components and objects, schematics, drawings, protocols, processes, and other visual depictions, in whole or in part, of any of the foregoing; (e) any third-party confidential information included with, or incorporated in, any information provided by the Disclosing Party to the Recipient or its Representatives; and (f) all notes, analyses, compilations, reports, forecasts, studies, samples, data, statistics, summaries, interpretations, and other materials (the "Notes") prepared by or for the Recipient or its Representatives that contain, are based on, or otherwise reflect or are derived from, in whole or in part, any of the foregoing.

Section 2. Exclusions from Confidential Information. Confidential Information does not include information that at the time of disclosure and as established by documentary evidence: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Agreement by the Recipient or any of its Representatives; (b) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Recipient or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; or (d) was or is independently developed by the Recipient without reference to or use of, in whole or in part, any of the Disclosing Party's Confidential Information.

Section 3. Obligations of the Recipient. The Recipient shall: (a) Protect and safeguard the confidentiality of all such Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information, but in no event with less than a reasonable degree of care; (b) shall not use any Confidential Information (including any Confidential Information which has been anonymized, deidentified, or aggregated) for any artificial intelligence model training or as input for the use of any artificial intelligence model (c) Not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than the Purpose, or any related transactions between the Parties, or otherwise in any manner to the Disclosing Party's detriment, including without limitation, to reverse engineer, disassemble, decompile, or design around the Disclosing Party's proprietary services, products, and/or confidential intellectual property; (c) not disclose any such Confidential Information to any person or entity, except to the Recipient's Representatives who: (i) need to know the Confidential Information to assist the Recipient or act on its behalf, in relation to the Purpose or to exercise its rights under the Agreement; (ii) are informed by the Recipient of the confidential nature of the Confidential Information; and (iii) are subject to confidentiality duties or obligations to the Recipient that are no less restrictive than the terms and conditions of this Agreement; (d) remain responsible for any breach of this Agreement caused by any of its Representatives.

Section 4. Additional Confidentiality Obligations. Except as required by applicable federal, state, or local law or regulation, or otherwise as mutually agreed in writing by the Parties, neither Party shall itself disclose, nor permit any of its Representatives to disclose to any person: (a) that the Confidential Information has been made available to it or its Representatives, or that it has inspected any portion of the Confidential Information; (b) that discussions or negotiations may be, or are, underway between the Parties regarding the Confidential Information or the Purpose, including the status thereof; or (c) any terms, conditions, or other arrangements that are being discussed or negotiated in relation to the Confidential Information or the Purpose.

Section 5. Required Disclosure. Any Disclosure by the Recipient or its Representatives of any of the Disclosing Party's Confidential Information under applicable federal, state, or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction, (a "Legal Order") shall be subject to the terms of this Section. Before making any such disclosure, the Recipient shall make reasonable efforts to provide the Disclosing Party with: (a) prompt written notice of such requirement so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and (b) reasonable assistance, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If, after providing such notice and assistance as required herein, the Recipient remains subject to a Legal Order to disclose any Confidential Information, the Recipient (or its Representatives or other persons to whom such Legal Order is directed), shall disclose no more than that portion of the Confidential Information which, on the advice of the Recipient's legal counsel, such Legal Order specifically requires the Recipient to disclose and, on the Disclosing Party's request, shall use reasonable efforts to obtain assurances from the applicable court or agency that such Confidential Information will be afforded confidential treatment. Notwithstanding the foregoing, no notice to the Disclosing Party shall be required if you or any of your Representatives are required to disclose Confidential Information pursuant to a broad or routine audit, examination or request for information by any legal, judicial, governmental, administrative, or regulatory authority that is not specific to the Disclosing Party, the Confidential Information, or the transaction.

Section 6. Return or Destruction of Confidential Information. At any time during or after the term of this Agreement, at the Disclosing Party's written request, the Recipient and its Representatives shall promptly, within five (5) business days, return to the Disclosing Party all copies, whether in written, electronic, or other form or media, of the Disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. In addition, the Recipient shall also destroy all copies of any Notes created by the Recipient or its Representatives and certify in writing to the Disclosing Party that such copies have been destroyed. Notwithstanding the foregoing, the Recipient may retain copies of Confidential Information that are stored on the Recipient's IT backup and disaster recovery systems until the ordinary course deletion thereof. The Recipient shall continue to be bound by the terms and conditions of this Agreement with respect to such retained Confidential Information for the term of this Agreement and as long thereafter as such Confidential Information is retained.

Section 7. Term and Termination. The term of this Agreement shall commence on the date this Agreement is signed by the Designee and becomes effective and shall expire upon the later of (1) end of the business relationship contemplated by the Purpose and all associated agreements between the Parties or (2) two (2) years from the Effective Date, provided that either Party may terminate this Agreement at any time by providing written notice to the other Party. Notwithstanding anything to the contrary herein, each Party's rights and obligations under this Agreement shall survive any expiration or termination of this Agreement for a period of five (5) years from the date of such expiration or termination, even after the return or destruction of Confidential Information by the Recipient and, in the case of Confidential Information that constitutes a trade secret, Designee’s obligations under this Agreement shall survive any termination or expiration of this Agreement indefinitely, until such Confidential Information becomes public knowledge through no conduct by Designee or Designee’s Representatives.

Section 8. No Representation or Warranties. Neither the Disclosing Party nor any of its Representatives make any representation or warranty. ALL CONFIDENTIAL

INFORMATION IS PROVIDED "AS IS" AND DISCLOSER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS OR PERFORMANCE OF THE CONFIDENTIAL INFORMATION. Neither the

Disclosing Party nor any of its Representatives shall be liable to the Recipient or any of its Representatives relating to or resulting from the Recipient's use of any of the Confidential Information or any errors therein or omissions therefrom.

Section 9. Unauthorized Disclosure. The Recipient will notify the Disclosing Party in writing without undue delay upon becoming aware of any unauthorized release or other breach of Confidential Information, and shall use commercially reasonable efforts to (a) prevent further breach and (b) assist the Disclosing Party in its efforts to secure the Confidential Information.

Section 10. No Transfer of Rights, Title or Interest. Each Party hereby retains its entire right, title, and interest, including all intellectual property rights, in and to all of its Confidential Information. Any disclosure of such Confidential Information hereunder shall not be construed as an assignment, grant, option, license, or other transfer of any such right, title, or interest whatsoever to the Recipient or any of its Representatives.

Section 11. No further Contractual Obligations. The Parties agree that neither Party shall be under any legal obligation of any kind whatsoever, or otherwise be obligated to enter into any business or contractual relationship, investment, or transaction, by virtue of this Agreement, except for the matters specifically agreed to herein. Either Party may at any time, at its sole discretion with or without cause, terminate discussions and negotiations with the other Party, in connection with the Purpose or otherwise.

Section 12. Remedies. Each Party acknowledges and agrees that money damages might not be a sufficient remedy for any breach or threatened breach of this Agreement by such Party or its Representatives. Therefore, in addition to all other remedies available at law (which neither Party waives by the exercise of any rights hereunder), the non-breaching Party shall be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any such breach or threatened breach, and the Parties hereby waive any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such claim.

Section 13. Governing Law, Jurisdiction, and Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Texas. Any legal suit, action, or proceeding arising out of (or related to), this Agreement or the matters contemplated hereunder, shall be instituted exclusively in the federal courts in the Southern District of Texas or the courts of the State of Texas, in each case located in the city of Houston and County of Harris, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding and waives any objection based on improper venue or forum non conveniens. Service of process, summons, notice, or other document by mail to such Party's address set out herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.

Section 14. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile (with confirmation of transmission) or email to the Designee’s email listed in the signature block below or to Empower via legal@empowerpharmacy.com (with confirmation of receipt) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the addresses set out on the first page of this Agreement (or to such other address that may be designated by a Party from time to time in accordance with this Section).

Section 15. Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties regarding the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party hereto.

Section 16. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Section 17. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission, shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Section 18. Assignment. Neither Party may assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other Party. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the assigning, or delegating, Party of any of its obligations hereunder. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under, or by reason of this Agreement.

Section 19. Waivers. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set out in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

IN WITNESS WHEREOF, the Parties hereto have caused this Confidentiality Agreement to be executed and delivered by their respective appropriate officers, thereunto duly authorized, as of the date below.

INTERVIEW RECORDING CONSENT

I, understand that my interview with Empower Clinic Services, L.L.C. (“Empower”) will be recorded by video and/or audio. I consent to this recording and understand that the recording will be used only for internal hiring and evaluation purposes. I understand that I may revoke this consent at any time before or during the interview. With my consent, Empower may record and/or transcribe video of me in connection with the application process, for example, through a third-party video conferencing software. Empower does not share these videos or transcriptions outside of Empower or necessary service providers, subject to legal process.

I further understand that Empower may utilize Artificial Intelligence (“AI”) systems to assess video or transcriptions of my interview and consent to such use of AI by Empower. The purpose of Empower using such AI is to assess my qualifications and fitness for the position for which I have applied, including my work background and experience and skills. The AI may be used as a substantial factor in making consequential decisions, with respect to my application for employment.

I acknowledge that if I have any questions regarding this Interview Recording Consent or the information it contains, including with respect to Empower’s use of AI, the source of such data, the type of data collected, or Empower’s data retention policy, I may contact talentacquisition@empowerpharmacy.com. I understand that I may revoke my consent provided by this form in accordance with applicable state law.

DISCLAIMER

Section 1. Notification of AI Use. Empower hereby notifies all job applicants that artificial intelligence (“AI”) technology may be used during the application and hiring process to assist in screening and evaluating candidates, including video interviews and assessments.

Section 2. AI Platform Used. An enterprise, closed version of AI platforms that Empower uses with applicant data can be found here . The AI platforms will be utilized for the processes outlined herein.

Section 3. Purpose and Scope of AI Use. The AI technology will be used to analyze application materials, including but not limited to resumes, cover letters, and responses to screening questions. The AI may also be used to transcribe video interviews and evaluate such interviews, assessing factors such as facial expressions, speech patterns, and word choice in response to interviewer questions. The AI technology may be prompted to create outputs in various formats including but not limited to, highlighting candidate qualifications and experience, key interview takeaways, candidate comparisons, and additional questions for a candidate in a bullet point format. The AI technology may be prompted to recommend further interview areas or prompts or utilize the prompt output to create a rating scale determination. The AI technology may be used to send SMS communications. The AI technology provider may have access to personally identifiable information for sending SMS communications. Please note that some of our AI technologies may also include integrations, references, or links to services provided by third parties whose privacy practices differ from ours. If you provide personal information to any of those third parties, or allow us to share personal information with then, that information is governed by their privacy statements. Empower employees will review AI outputs and results of the AI employment-related decision, if any.

Section 4. Data Collection and Processing. The AI system will collect and process personal information provided by the applicant during the application process. Applicant data is retained only for the duration necessary for the screening process and in compliance with applicable laws. The third-party AI system may require Empower grant a license for transfer and use of the Applicant data. This may include sensitive personal information For purposes of this section, data is considered “De-identified" or “Anonymized” when it has been processed in accordance with the standards set forth under the applicable data privacy laws. Personal data that has been De-identified or Anonymized shall no longer constitute personal data or sensitive personal information as permitted by applicable laws, The third-party AI system may require Empower grant ownership rights in De-identified or Anonymized data. De-identified or Anonymized data and may be subject to different obligations for data-subject requests.

Section 5. Applicant Rights. The following applies to applicants generally in accordance with applicable law. Applicants have the right to:

Know what personal information is being collected and how it will be used.
Access their personal information.
Limit the use and disclosure of their sensitive personal information.
Know if their personal information may be shared with third parties.
Know what categories of their personal information may be shared with third parties.
Opt-out of receiving SMS communications.

Section 6. California Applicant Rights. The following applies to California applicants (Applicants may find more information regarding their rights under the California Fair Employment and Housing Act.):

In accordance with the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA), applicants have the right to:

Know what personal information is being collected and how it will be used.
Access their personal information.
Request deletion of their personal information.
Opt-out of the sale or sharing of their personal information.
Limit the use and disclosure of their sensitive personal information.
Know if their personal information may be shared with third parties.
Know what categories of their personal information may be shared with third parties. Exercising Your Rights. To exercise your rights under California law, you may:
1. Visit our website at https://www.empowerpharmacy.com/privacy-policy/.
2. Call our toll-free number at (877) 562-8577.
3. Email us at talentacquisition@empowerpharmacy.com.

When making a request, please provide your full name, contact information, and a description of the right you wish to exercise.

Section 7. Data Correction. Applicants may correct any incorrect data processed by the AI system by contacting Empower’s Talent Acquisition Department.

Section 8. Non-Discrimination. Empower will not discriminate against any applicant who exercises their rights under state or federal privacy laws.

Section 9. Consent. By proceeding with the application process, you acknowledge that you have been informed about the use of AI in the screening process and consent to its use as described in this disclosure. By consenting to AI use, you acknowledge you grant Empower the rights to license your personal data to third parties as described in this disclosure. By consenting to receive SMS communications, you understand that message and data rates may apply.

Section 10. Alternative Evaluation Methods. If you do not consent to the use of AI in the screening process, please contact Empower’s Talent Acquisition Department to discuss alternative evaluation methods.

Section 11. Updates to This Disclosure. Empower reserves the right to update this disclosure as necessary from time to time to comply with changes in applicable law or Empower’s AI screening practices. Any material changes will be communicated to applicants in a timely manner.

Section 12. Contact Information. The following contacts may be reached regarding Empower’s AI platform: talentacquisition@empowerpharmacy.com; dataprivacylegal@empowerpharmacy.com.