Confidential Information and Assignment Document

This CONFIDENTIAL INFORMATION AND ASSIGNMENT AGREEMENT (the
“Agreement”) is entered into as of the current date, by and between the individual completing the form 
(“Assignor”) and Vieth Consulting, LLC, a Michigan limited liability company (the
“Company”). The parties hereto agree as follows.
AGREEMENT

1. Confidentiality: Assignor recognizes and acknowledges that the Confidential or
Proprietary Information of the Company, as defined below, is a valuable, special and unique
asset of the Company, and that Assignor’s access to and knowledge of the Confidential or
Proprietary Information is essential to the performance and success of the Company. Therefore,
Assignor agrees that, without the prior written consent of the Company, Assignor shall not (i)
disclose or use, or authorize any third party to disclose or use, any Confidential or Proprietary
Information of the Company for any reason or purpose whatsoever except in connection with the
performance of Assignor’s services to the Company and (ii) make use of any Confidential or
Proprietary Information for Assignor’s own purposes or for the benefit of any third party.
2. Confidential or Proprietary Information: For purposes of this Agreement,
“Confidential or Proprietary Information” refers to any and all information of a confidential,
proprietary or trade secret nature that is maintained in confidence by the Company for the
protection of its business. Confidential or Proprietary Information shall be deemed to include,
but is not limited to, any information, knowledge, records, data and/or trade secrets of the
Company (whether or not reduced to written, electronic, magnetic or other tangible form and
expressly including oral information) coming into possession of Assignor, or which Assignor has
learned, or to which Assignor has access, or which Assignor may discover or develop as a result
of Assignor’s association or employment with the Company. Trade secrets hereunder shall
include, without limitation, information that has commercial value to the Company from a
negative viewpoint, such as the results of research that proves that certain processes used to
attempt to develop new technology will be unsuccessful.
3. Assignment and Ownership of Work and Intellectual Property. All work created
by Assignor for the Company in connection with Assignor’s services to the Company (the
“Work”) shall be considered to be prepared by Assignor for the Company and belonging
exclusively to the Company, with Company having all right, title and interest in such Work. To
the fullest extent permitted by law, Assignor agrees the Work was specially ordered or
commissioned by the Company, shall be considered a “work made for hire” within the meaning
of the copyright laws of the United States and that the Company shall be the author and owner of
the copyright and all other rights to the Work. In addition, Assignor hereby irrevocably assigns,
grants, transfers and conveys to the Company and its successors and assigns all of Assignor’s
right, title, and interest, on a worldwide basis, in and to the technology and products described hereto (MemberLeap and other software developed by the Company), and all applicable intellectual property rights related thereto (the
“Property”), including, without limitation, all copyrights, trademarks, trade secrets, patents,
patent applications, moral rights, contract and licensing rights, all claims, causes of action and
damages by reason of infringement, violation, misappropriation and/or other improper, unlawful

and/or unfair use or disclosure of any of the Property (including the right to sue and collect
damages therefor), all for the Company’s own use and enjoyment, and for the use and enjoyment
of the Company’s successors and assigns, to the fullest extent of all such rights, and in all
countries throughout the world wherein Assignor owns, possesses, or controls such rights. To the
extent any applicable law or treaty prohibits the transfer or assignment of any moral rights or
rights of restraint Assignor has in any of the foregoing, Assignor hereby irrevocably waives, to
the extent permitted by applicable law, those rights as to the Company and the Company’s
licensees, successors and assigns. Assignor hereby acknowledges that Assignor retains no right
to use the Property and agrees not to challenge the validity of the Company’s ownership of the
Property.
4. Assignor Cooperation. Upon the request of the Company, Assignor agrees to
promptly execute all documents and take all other acts as the Company may deem necessary or
desirable to procure, maintain, perfect, and enforce the full benefits, enjoyment, rights, title and
interest, on a worldwide basis, of the Work and/or Property assigned hereunder, and render all
necessary assistance in making application for and obtaining original, divisional, renewal, or
reissued utility and design patents, copyrights, mask works, trademarks, trade secrets, and all
other technology and intellectual property rights throughout the world related to any of the Work
and/or Property in the Company’s name and for its benefit. In the event the Company is unable
for any reason, after reasonable effort, to secure Assignor’s signature on any document needed in
connection with the actions specified herein, Assignor hereby irrevocably designates and
appoints the Company and its duly authorized officers and agents as Assignor’s agent and
attorney in fact, which appointment is coupled with an interest, to act for and in its behalf to
execute, verify and file any such documents and to do all other lawfully permitted acts to further
the purposes of this paragraph and this Agreement with the same legal force and effect as if
executed by Assignor. Assignor hereby waives and quitclaims to the Company any and all
claims, of any nature whatsoever, which Assignor now or may hereafter have for infringement of
any Work and/or Property assigned hereunder.
5. Miscellaneous. This Agreement may be executed in counterparts, by electronic
transmission or otherwise, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument. No provision of this Agreement may be
amended, modified, waived, or discharged except by an instrument in writing executed by the
parties hereto. No waiver by any party of any breach of any provision of this Agreement shall
operate or be construed as a waiver of any other breach of that or any other provision of this
Agreement. This Agreement sets forth the entire agreement and understanding between Assignor
and the Company relating to its subject matter and merges all prior discussions between Assignor
and the Company. This Agreement and any claim, controversy or dispute arising under or related
to this Agreement shall be governed by and construed in accordance with the laws of the State of
Michigan.



The undersigned have executed this CONFIDENTIAL INFORMATION AND
ASSIGNMENT AGREEMENT as of the date submitted.


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