Wion Crypto Proprietary Information Agreement (PIA)

Exhibit 10.7

WION CRYPTO
PROPRIETARY INFORMATION AGREEMENT
(PIA)

This Proprietary Information and Inventions Agreement (this Agreement ) is entered into
as of this ___ day of January, 2024 by and between Wion Crypto Corporation (the
Company ) and _______________ ( Employee ).

1. Definitions. For the purposes of this Agreement, the following terms shall have the
meanings specified below:

a. Company Documents shall mean documents or other media that contain Proprietary
Information or any other information concerning the business, operations or plans of the
Company, whether such documents have been prepared by me or by others. Company
Documents shall include, but not be limited to, blueprints, drawings, photographs, charts,
graphs, notebooks, customer lists, computer disks, tapes or printouts, sound recordings and other
printed, typewritten or handwritten documents.

b. Inventions shall mean all improvements, inventions, works of authorship, mask works,
computer programs, formulae, ideas, processes, techniques, know-how, and data, whether or not
patentable.

c. Proprietary Information shall mean information (whether now existing or hereafter

created or acquired) developed, created, or discovered by the Company, or which became known
by, or was conveyed to the Company, which has commercial value in the Company s business.
Proprietary Information shall include, but not be limited to, domain names, trade secrets,
copyrights, ideas, techniques, know-how, inventions (whether patentable or not), and/or any
other information of any type relating to designs, configurations, toolings, documentation,
recorded data, schematics, circuits, mask works, layouts, source code, object code, master works,
master databases, algorithms, flow charts, formulae, works of authorship, mechanisms, research,
manufacture, improvements, assembly, installation, intellectual property including patents and
patent applications, and the information concerning the Company s actual or anticipated
business, research or development, or which is received in confidence by or for the Company
from any other person.

2. Proprietary Information; Inventions. In consideration of Employee s employment by

the Company and the compensation received by Employee from the Company from time
to time, Employee and the Company hereby agree as follows:
Wion Crypto Proprietary Information Agreement (PIA)

a. All Proprietary Information and all patents, patent rights, copyrights, mask work rights,
trade secrets, moral rights and other rights in connection therewith shall be the sole property of
the Company. Employee hereby assigns to the Company any and all rights Employee may have
or acquire in such Proprietary Information. At all times, both during Employee s employment by
the Company and after termination of such employment, Employee will keep in confidence and
trust and will not use or disclose any Proprietary Information or anything relating to it without
the prior written consent of an executive officer of the Company, except as may be necessary in
the ordinary course of performing Employee s duties to the Company.

b. Employee shall make and maintain adequate and current written records, in a form
specified by the Company, of all inventions, trade secrets and works of authorship assigned or to
be assigned to the Company pursuant to this Agreement. All Company Documents shall be the
sole property of the Company. During the term of Employee s employment by the Company,
Employee shall not remove or electronically transmit any Company Documents from the
business premises of the Company or deliver any Company Documents to any person or entity
outside the Company, except as required in connection with performing Employee s duties of
employment. Immediately upon the termination of Employee s employment for any reason, or
during Employee s employment if so requested by the Company, Employee shall return all
Company Documents, apparatus, equipment, and other physical property, or any reproduction of
such property, excepting only (i) personal copies of records relating to Employee s
compensation; (ii) personal copies of any materials previously distributed generally to
shareholders of the Company; and (iii) Employee s copy of this Agreement.

c. Employee shall promptly disclose in writing to the President of the Company, or to any
other person designated by the Company, all Inventions made or conceived or reduced to
practice or developed by Employee, either alone or jointly with others, during the term of
Employee s employment (i) that were created, developed or conceived during working hours or
using Company property or (ii) that are related to, or have value in, the Company s business (
Employee Inventions ). Employee shall not disclose Inventions to any person outside the
Company except pursuant to written directions from the President of the Company.

d. All Employee Inventions shall be the sole property of the Company. The Company shall
be the sole owner of all patents, copyrights and other intellectual property or other rights in
connection therewith. Employee further acknowledges and agrees that such Inventions,
including any computer programs, programming documentation, and other works of authorship,
are works made for hire for purposes of the Company s rights under copyright laws. Employee
hereby assigns to the Company any and all rights Employee may have or acquire in such
Employee Inventions.

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Wion crypto Proprietary Information Agreement (PIA)

e. During Employee s term of employment at the Company s sole cost and expense,
Employee shall perform all acts deemed reasonably necessary or desirable by the Company to
permit and assist the Company in obtaining, maintaining, defending and enforcing patents,
copyrights or other rights in Employee Inventions and improvements in any and all countries.
Such acts may include, but are not limited to, execution of documents and assistance or
cooperation in legal proceedings. Employee hereby irrevocably designates and appoints the
Company and its duly authorized officers and agents as Employee s agent and attorney-in-fact to
act for and on Employee s behalf and instead of Employee, to execute and file any applications
or related findings and to do all other lawfully permitted acts to further the prosecution and
issuance of patents, copyrights or other rights thereon with the same legal force and effect as if
executed by Employee.

f. Attached hereto as Exhibit A is a complete list of all Inventions or improvements to

which Employee claims ownership and that Employee desires to remove from the operation of
this Agreement ( Existing Inventions ), and Employee acknowledges and agrees that such list is
complete. If no such list is attached to this Agreement, Employee represents that Employee has
no Existing Inventions at the time of signing this Agreement. If, in the course of Employee s
employment with the Company, Employee incorporates into a Company product, process or
machine an Existing Invention, the Company is hereby granted and shall have a nonexclusive,
royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell
such Existing Invention solely as part of or in connection with such product, process or machine.

g. Prior to submitting or disclosing for possible publication or dissemination outside the

Company any material prepared by Employee that incorporates information that concerns the
Company s business or anticipated research, Employee shall deliver a copy of such material to
the President of the Company for his or her review. Within twenty (20) days of such submission,
the Company shall notify Employee whether the Company believes such material contains any
Proprietary Information, and Employee shall make such deletions and revisions reasonably
requested by the Company to protect its Proprietary Information. Employee shall obtain the
consent of the Company prior to any review of such material by persons outside the Company.

h. Employee represents that his or her performance of all terms of this Agreement does not
and will not breach any agreement to keep in confidence proprietary information, knowledge or
data acquired by Employee in confidence or in trust prior to Employee s employment by the
Company. Employee shall not disclose to the Company, or induce the Company to use, any
confidential or proprietary information or material belonging to any previous employers or
others. Employee represents and warrants that he or she has returned all property and
confidential information belonging to all prior employers. Employee has not entered into, and
Employee shall not enter into, any agreement either written or oral in conflict herewith or in
conflict with my employment with the Company.

3. Severability. If one or more provisions of this Agreement are held to be unenforceable

under applicable law, such provisions shall be excluded from this Agreement and the
balance of the Agreement shall be interpreted as if such provisions were so excluded and
shall be enforceable in accordance with its terms.

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Wion Crypto Proprietary Information Agreement (PIA)

4. Binding Effect. This Agreement shall be effective as of the date hereof and shall be
binding upon Employee and Employee s heirs, executor, assigns, and administrators, and
shall inure to the benefit of the Company, its subsidiaries, successors and assigns.

5. Injunctive Relief. Employee and the Company acknowledge and agree the covenants
and obligations contained in this Agreement relate to special, unique and extraordinary
matters and that a violation of any of such covenants or obligations may cause Employee
or the Company irreparable injury for which adequate remedy at law will not be
available; and, therefore, that upon any such breach of any such covenant or obligation,
or any threat thereof, Employee or the Company shall be entitled to the immediate
remedy of a temporary restraining order, preliminary injunction or such other form of
injunctive or equitable relief in addition to whatever remedies they might have at law.

6. Modification. This Agreement can only be modified by a subsequent written agreement

executed by the Company and Employee.

7. Governing Law. All questions pertaining to the validity, construction, execution and
performance of this Agreement shall be governed by and construed in accordance with
the laws of the State of New York, without regard to its conflict of law principles.

8. Counterparts. This Agreement may be executed in counterparts, each of which shall be

deemed to be an original, but all of which together shall constitute one and the same
instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of

the day and year first above written.

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Wion Crypto Proprietary Information Agreement (PIA)

EXHIBIT A

Employee Inventions

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