TERMS AND CONDITIONS
Physician Advisory Agreement — Nickel Platforms, Inc.

These terms and conditions ("Terms") are incorporated into and made a part of that certain Physician Advisory Agreement ("Agreement") to which they are linked. All capitalized terms not defined herein shall have the meanings set forth in the Agreement. By signing the Agreement, Advisor is agreeing to be bound by these Terms.

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  1. SCOPE OF SERVICES

a. Engagement
Company engages Advisor to provide advisory services to support Company's clinical AI product development on the terms set forth in the Agreement and these Terms, and Advisor accepts the engagement.

b. Advisory Services
Advisor will provide non-clinical, strategic and product-focused input and feedback, including: (a) participation in advisory sessions; (b) structured feedback on workflows, user experience, usability and clinical considerations; (c) guidance on product-market fit and adoption; (d) on-site access to Advisor's practice and team to observe and understand operations firsthand; (e) patient visit observation, subject to execution of a BAA prior to any such access; (f) other advisory tasks mutually agreed in writing (collectively, the "Services").

c. Independent Contractor Capacity
The Services are advisory only; Advisor will not provide medical care to any patient under the Agreement and these Terms and will not be asked or authorized to deploy or manage any Company hardware under the Agreement and these Terms.

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  1. TERM; TERMINATION

a. Term and Renewal Option
The initial term is three (3) months following the Effective Date ("Term"). The Parties may renew the Agreement for an additional defined renewal period by mutual written consent.

b. Termination for Convenience
Either Party may terminate the Agreement and these Terms for any reason upon thirty (30) days' written notice to the other Party.

c. Termination for Cause
Company may terminate the Agreement and these Terms immediately upon written notice to Advisor if the Advisor materially breaches the Agreement and these Terms and/or if applicable, fails to cure the breach within ten (10) days of the notice.

d. Effect of Termination
Upon termination, all Company Confidential Information (defined herein) will be returned or destroyed, and any intellectual property assignment and confidentiality shall survive.

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  1. NO EMPLOYMENT RELATIONSHIP

a. No Employment Relationship
Advisor performs as an independent contractor, not as an employee of Company.

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  1. COMPENSATION; EXPENSES

a. Retainer
Company will pay Advisor a monthly retainer in the amount set forth in the Agreement (Compensation), payable in arrears within fifteen (15) days after Company's receipt of a proper invoice.

b. Invoicing
Advisor will submit monthly invoices identifying the period covered, and a brief description of Services rendered. Company may, at its option, process payment without a separate invoice consistent with internal workflow.

c. Expenses
Company will reimburse pre-approved, reasonable out-of-pocket expenses incurred by Advisor in performing the Services, in accordance with Company policy, within thirty (30) days after receipt of documentation.

d. Taxes; W-9
Advisor is responsible for all taxes on compensation and will provide a completed IRS Form W-9 prior to the first payment as an independent contractor.

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  1. CONFIDENTIALITY

a. Definition
Confidential Information means nonpublic information disclosed by a Party ("Discloser") to the other ("Recipient") relating to Discloser's business, products, technology, research, development, clinical workflows, practice information, financials, strategies, or plans, whether disclosed orally, visually, or in writing.

b. Mutual Obligations
Recipient will: (a) use Confidential Information solely to perform or receive the benefit of the Services; (b) not disclose it to third parties except to personnel with a need to know who are bound by obligations no less protective; and (c) protect it using at least reasonable care and in any event, the same care with which the Recipient protects its own Confidential Information.

c. Exclusions
Confidential Information excludes information that is: (a) publicly available through no breach of any obligation owed by the Recipient; (b) already known to Recipient without restriction as demonstrated by documentary evidence; (c) independently developed without reference to Discloser's information as demonstrated by documentary evidence; or (d) rightfully received from a third party without restriction or breach of any obligation owed by such third-party with respect to the information disclosed.

d. Compelled Disclosure
Recipient may disclose Confidential Information when required by law or order, provided Recipient gives prompt notice and cooperates with Discloser to seek protective treatment.

e. Duration
The foregoing confidentiality obligations with respect to Advisor's Confidential Information shall survive perpetually with respect to trade secrets and for five (5) years for other Confidential Information. The foregoing confidentiality obligations with respect to the Company's Confidential Information shall survive perpetually with respect to trade secrets and other Confidential Information.

f. Return/Destruction
Upon request or termination of the Agreement and these Terms, Recipient will return or destroy Confidential Information to Discloser without retaining any copies unless required by law.

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  1. NO PHI; NO HARDWARE; BAA NOT REQUIRED

a. No Company Hardware Deployment
No Company hardware is deployed or supported under the Agreement and these Terms. The Parties may enter a separate agreement to govern any box deployment.

b. No PHI
The Parties will not exchange, share, or process Protected Health Information (PHI) as defined by applicable law in connection with the Services. Advisor is responsible for any de-identification of PHI that may be inadvertently shared in feedback to the Company.

c. BAA for Patient Visit Observation
No Business Associate Agreement (BAA) is required for advisory services under the Agreement and these Terms. A separate BAA will be executed by the Parties prior to any patient visit observation under Section 1.b(e).

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  1. INTELLECTUAL PROPERTY

a. Definitions
"Work Product" means any and all notes, reports, works of authorship, designs, discoveries, inventions (whether or not patentable), improvements, developments, data, information, ideas, processes, methods, know-how, documentation, deliverables, and other materials, and all intellectual property rights therein, that Advisor (alone or with others) conceives, creates, develops, authors, reduces to practice, or fixes in a tangible medium: (A) in the course of performing the Services, (B) using Company Confidential Information or Company materials/equipment, or (C) that relate to Company's actual or demonstrably anticipated products, services, technology, business models, clinical workflows, or market strategies.

b. Work Made for Hire
To the maximum extent permitted under applicable law, any Work Product that qualifies as a "work made for hire" under the U.S. Copyright Act is a "work made for hire" and Company is deemed the author and exclusive owner.

c. Present Assignment
To the extent any Work Product does not qualify as a work made for hire or is not owned by Company by operation of law, Advisor hereby irrevocably assigns and agrees to assign to Company, without further consideration, all right, title, and interest worldwide in and to such Work Product and all associated intellectual property and proprietary rights (including all rights to apply for, obtain, maintain, enforce, and renew such rights), including all claims and causes of action for past, present, and future infringement or misappropriation.

d. Excluded Works; California Notice (Labor Code § 2870)
Notwithstanding the foregoing, the Agreement and these Terms do not require assignment of any invention that qualifies fully under California Labor Code section 2870 (generally, inventions developed entirely on Advisor's own time without using Company equipment, supplies, facilities, or trade secret information, except for inventions that either relate to Company's business or actual or demonstrably anticipated research or development, or result from any work performed by Advisor for Company). Advisor will disclose in writing any invention or work product that Advisor believes is excluded under section 2870 and will provide sufficient detail to permit Company to evaluate the claim of exclusion, without disclosing Advisor's trade secrets to the extent not necessary.

e. Feedback
Advisor agrees that any suggestions, ideas, enhancement requests, recommendations, or other feedback provided to Company regarding Company or its products/services ("Feedback") is provided voluntarily and Company may use, disclose, reproduce, license, distribute, and otherwise exploit such Feedback for any purpose without restriction or obligation to Advisor, and Advisor hereby assigns to Company all rights in such Feedback to the extent protectable.

f. Moral Rights; Waiver and Consent
To the maximum extent permitted by applicable law, Advisor waives and agrees not to assert any "moral rights," "droit moral," or similar rights in any Work Product. To the extent any such rights cannot be waived, Advisor irrevocably consents to any and all acts or omissions by or authorized by Company that may infringe such rights, including modification, adaptation, translation, use, publication, distribution, and creation of derivative works, without attribution.

g. Further Assurances; Records; Power of Attorney
Advisor will (i) execute and deliver all documents and do all acts reasonably requested by Company to evidence, perfect, obtain, maintain, enforce, or defend Company's rights in the Work Product (including patent, copyright, mask work, and trade secret rights), and (ii) maintain and provide customary records relating to the creation and development of Work Product as reasonably requested. If Advisor fails to execute any such documents within a reasonable time after request, Advisor hereby irrevocably designates and appoints Company and its duly authorized officers as Advisor's agent and attorney-in-fact, coupled with an interest, solely to execute and file such documents and take such actions on Advisor's behalf to secure and enforce Company's rights in the Work Product. Company will use this authority only for the purposes stated in this Section.

h. No License; Reservation of Rights
Except for any Excluded Works that qualify under California Labor Code section 2870, Advisor retains no right, title, or interest in the Work Product, and no license is granted to Advisor by implication, estoppel, or otherwise.

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  1. EXCLUSIVITY; CONFLICTS; NON-SOLICITATION

a. Exclusivity (Advisory Roles)
During the Term, Advisor will not serve in a formal advisory, consulting, or board capacity for any direct competitor of Company. For purposes of this Section, "direct competitor" means a clinical AI infrastructure company deploying hardware or software tools inside physician practices. This restriction does not limit Advisor's clinical practice, academic activities, or non-competitive advisory roles.

b. Conflicts; No Breach of Others' Rights
Advisor represents that entering and performing the Agreement and these Terms do not conflict with any other obligation and will not cause Advisor to breach any agreement with any third party, including hospitals or health systems; Advisor will not use or disclose any third-party confidential information in performing the Services.

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  1. COMPLIANCE; HEALTHCARE REPRESENTATIONS

a. Laws and Policies
Advisor will perform the Services in a timely, professional manner and in accordance with applicable laws, rules and regulations and with any policies provided by the Company.

b. No Referrals; No Inducements
Compensation is not conditioned on, and Advisor will not make or influence, any referrals or purchasing decisions regarding Company's products or services in connection with the Agreement and these Terms.

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  1. DATA SECURITY AND PRIVACY

a. Security
Advisor will use reasonable administrative, technical and physical safeguards to protect Company Confidential Information and any data provided by Company, and will promptly notify Company of any confirmed unauthorized access or disclosure.

b. No Personal Data Transfers
The Parties do not anticipate sharing, processing, or transfer of PHI or patient-identifiable data; any inadvertent disclosure will be promptly remediated consistent with the Agreement and these Terms.

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  1. PUBLICITY; USE OF NAME

Neither Party will issue press releases or use the other Party's names, logos, or marks for publicity without prior written consent, except that Company may include Advisor's name and affiliation in a confidential roster of advisors and in internal and investor communications that are not public-facing without additional consent. Advisor may list the engagement in CV/biography after Company's written confirmation.

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  1. INDEMNIFICATION; LIMITATION OF LIABILITY

a. Indemnity
The party providing indemnity to another party under the Agreement and these Terms shall be referred to as the "Indemnitor." Each party will indemnify, defend and hold harmless the other party ("Indemnitee") and its officers, directors and employees from and against any third-party claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) to the extent arising from: (a) Indemnitor's gross negligence or willful misconduct or omissions; (b) Indemnitor's breach of the Agreement and these Terms; (c) Indemnitor's failure to comply with applicable laws; or (d) any allegation that Indemnitor-provided materials infringe, violate or misappropriate a third party's rights.

b. Limitation of Liability
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS), EVEN IF ADVISED OF THE POSSIBILITY. COMPANY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT AND THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO ADVISOR UNDER THE AGREEMENT AND THESE TERMS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

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  1. GOVERNING LAW

The Agreement and these Terms is governed by the internal laws of the State of California, without regard to conflicts of law rules.

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  1. DISPUTE RESOLUTION

a. Binding Arbitration
Except as set forth herein, the parties agree that any dispute, claim, or controversy arising out of or relating to the Agreement and these Terms, including its breach, termination, or validity, shall be resolved exclusively by binding arbitration in accordance with the Federal Arbitration Act and the California Arbitration Act (Cal. Civ. Proc. Code §§ 1280 to 1294.4).

b. Forum and Location
The arbitration shall be administered by JAMS and held in San Mateo County, California before a single arbitrator, pursuant to JAMS' rules, regulations, and requirements. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could award under applicable law, except injunctive relief. The arbitrator shall issue a written decision that includes findings of fact and conclusions of law, which may be reviewed by a court for legal error to the extent permitted under California law (Cal. Civ. Proc. Code § 1286.4).

c. Costs
The costs of arbitration, including the arbitrator's fees, shall be borne equally by the parties unless otherwise required by applicable law or determined by the arbitrator.

d. Injunctive Relief
Either party may seek a temporary restraining order or preliminary injunctive relief as provided by California law (Cal. Civ. Proc. Code § 1281.8(b)) in aid of arbitration or to preserve the status quo in state or federal courts located in San Mateo County, California. The parties agree that these courts shall have exclusive jurisdiction and venue for such actions.

e. Survival
This arbitration clause shall survive the termination or expiration of the Agreement and these Terms.

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  1. NOTICES

All notices under the Agreement and these Terms must be in writing and delivery confirmed by the receiving Party by personal delivery, certified mail with return receipt requested, or email.

If to Company:
Nickel Platforms, Inc.
Ganesh Vedarajan, Chief Executive Officer
235 Robin Road, Hillsborough, CA 94010
Email: ganesh@nickel.ai

If to Advisor:
At the address listed on the Agreement.

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  1. ASSIGNMENT; SUBCONTRACTING

Advisor may not assign the Agreement and these Terms or subcontract the Services without Company's prior written consent, except to Advisor's wholly owned professional entity, provided Advisor remains responsible. Company may assign the Agreement and these Terms to an affiliate or in connection with a merger, acquisition or sale of assets.

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  1. MISCELLANEOUS

a. Entire Agreement; Amendments
These Terms, together with the Agreement, constitute the Parties' entire agreement on this subject and supersede prior or contemporaneous understandings. Amendments must be in a writing signed by both Parties.

b. Severability; Waiver; Survival
If any provision is held invalid, the remainder remains effective; no waiver is effective unless in writing, and no failure or delay in enforcement constitutes a waiver. The provisions of Sections 5, 7, and 14 shall survive any termination of the Agreement and these Terms, as well as any other provisions which by their nature survive termination.

c. Counterparts; Electronic Signatures
The Agreement may be executed in counterparts, including by electronic signature and PDF, each deemed an original.

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Nickel Platforms, Inc. | Confidential | Physician Advisory Agreement — Terms and Conditions