Exhibit 10.24


 


METROMILE,
INC.

CONFIDENTIAL INFORMATION AND

INVENTION ASSIGNMENT AGREEMENT


 


As a condition of my business
relationship with MetroMile, Inc., its subsidiaries, affiliates, successors or assigns (together, the “Company”),
and in consideration of my business relationship with the Company and my receipt of the compensation now and hereafter paid to
me on behalf of Company, I agree to the following provisions of this MetroMile, Inc. Confidential Information and Invention Assignment
Agreement (this “Agreement”):


 


1.
Confidentiality


 


A. Definition of Confidential
Information. I understand that “Company Confidential Information” means information that the Company has
or will develop, acquire, create, compile, discover or own, that has value in or to the Company’s business which is not generally
known and which the Company wishes to maintain as confidential. Company Confidential Information includes both information disclosed
by the Company to me, and information developed or learned by me during the course of my business relationship with Company. Company
Confidential Information also includes all information of which the unauthorized disclosure could be detrimental to the interests
of Company, whether or not such information is identified as Company Confidential Information. By example, and without limitation,
Company Confidential Information includes any and all non-public information that relates to the actual or anticipated business
and/or products, research or development of the Company, or to the Company’s technical data, trade secrets, or know-how,
including, but not limited to, research, product plans, or other information regarding the Company’s products or services
and markets therefor, customer lists and customers (including, but not limited to, customers of the Company on which I called or
with which I may become acquainted during the term of my business relationship), software, developments, inventions, processes,
formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other business
information disclosed by the Company either directly or indirectly in writing, orally or by drawings or inspection of premises,
parts, equipment, or other Company property. Notwithstanding the foregoing, Company Confidential Information shall not include
any such information which I can establish (i) was publicly known or made generally available prior to the time of disclosure by
Company to me; (ii) becomes publicly known or made generally available after disclosure by Company to me through no wrongful action
or omission by me; or (iii) is in my rightful possession, without confidentiality obligations, at the time of disclosure by Company
as shown by my then-contemporaneous written records. I understand that nothing in this Agreement is intended to limit employees’
rights to discuss the terms, wages, and working conditions of their employment, as protected by applicable law.


 


B. Nonuse and Nondisclosure.
I agree that during and after my business relationship with the Company, I will hold in the strictest confidence, and take all
reasonable precautions to prevent any unauthorized use or disclosure of Company Confidential Information, and I will not (i) use
the Company Confidential Information for any purpose whatsoever other than for the benefit of the Company in the course of my business
relationship, or (ii) disclose the Company Confidential Information to any third party without the prior written authorization
of the President, CEO, or the Board of Directors of the Company. Prior to disclosure when compelled by applicable law; I shall
provide prior written notice to the President, CEO, and General Counsel of MetroMile, Inc. (as applicable). I agree that I obtain
no title to any Company Confidential Information, and that as between Company and myself, MetroMile, Inc. retains all Confidential
Information as the sole property of MetroMile, Inc. I understand that my unauthorized use or disclosure of Company Confidential
Information during my business relationship may lead to disciplinary action, up to and including immediate termination and legal
action by the Company. I understand that my obligations under this Section 1.B shall continue after termination of my business
relationship.


 






     


     


    

 


C. Former Employer Confidential
Information. I agree that during my business relationship with the Company, I will not improperly use, disclose, or induce
the Company to use any proprietary information or trade secrets of any former employer or other person or entity with which I have
an obligation to keep in confidence. I further agree that I will not bring onto the Company’s premises or transfer onto the
Company’s technology systems any unpublished document, proprietary information, or trade secrets belonging to any such third
party unless disclosure to, and use by, the Company has been consented to in writing by such third party.


 


D. Third Party Information.
I recognize that the Company has received and in the future will receive from third parties associated with the Company, e.g.,
the Company’s customers, suppliers, licensors, licensees, partners, or collaborators (“Associated Third Parties”),
their confidential or proprietary information (“Associated Third Party Confidential Information”) subject to
a duty on the Company’s part to maintain the confidentiality of such Associated Third Party Confidential Information and
to use it only for certain limited purposes. By way of example, Associated Third Party Confidential Information may include the
habits or practices of Associated Third Parties, the technology of Associated Third Parties, requirements of Associated Third Parties,
and information related to the business conducted between the Company and such Associated Third Parties. I agree at all times during
my business relationship with the Company and thereafter, that I owe the Company and its Associated Third Parties a duty to hold
all such Associated Third Party Confidential Information in the strictest confidence, and not to use it or to disclose it to any
person, firm, corporation, or other third party except as necessary in carrying out my work for the Company consistent with the
Company’s agreement with such Associated Third Parties. I further agree to comply with any and all Company policies and guidelines
that may be adopted from time to time regarding Associated Third Parties and Associated Third Party Confidential Information. I
understand that my unauthorized use or disclosure of Associated Third Party Confidential Information or violation of any Company
policies during my business relationship may lead to disciplinary action, up to and including immediate termination and legal action
by the Company.


 


2.
Ownership


 


A. Assignment of Inventions.
As between Company and myself, I agree that all right, title, and interest in and to any and all copyrightable material, notes,
records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets conceived, discovered, authored,
invented, developed or reduced to practice by me, solely or in collaboration with others, during the period of time I am in the
employ of the Company (including during my off-duty hours), or with the use of Company’s equipment, supplies, facilities,
or Company Confidential Information, and any copyrights, patents, trade secrets, mask work rights or other intellectual property
rights relating to the foregoing, except as provided in Section 2.G below (collectively, “Inventions”),
are the sole property of MetroMile, Inc. I also agree to promptly make full written disclosure to MetroMile, Inc. of any Inventions,
and to deliver and assign and hereby irrevocably assign fully to MetroMile, Inc. all of my right, title and interest in and to
Inventions. I agree that this assignment includes a present conveyance to MetroMile, Inc. of ownership of Inventions that are not
yet in existence. I further acknowledge that all original works of authorship that are made by me (solely or jointly with others)
within the scope of and during the period of my business relationship with the Company and that are protectable by copyright are
“works made for hire,” as that term is defined in the United States Copyright Act. I understand and agree that the
decision whether or not to commercialize or market any Inventions is within the Company’s sole discretion and for the Company’s
sole benefit, and that no royalty or other consideration will be due to me as a result of the Company’s efforts to commercialize
or market any such Inventions.


 






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B. Pre-Existing Materials.
I have attached hereto as Exhibit A, a list describing all inventions, discoveries, original works of authorship, developments,
improvements, trade secrets and other proprietary information or intellectual property rights owned by me or in which I have an
interest prior to, or separate from, my business relationship with the Company and which are subject to California Labor Code Section
2870 (attached hereto as Exhibit B), and which relate to the Company’s proposed business, products, or research and
development (“Prior Inventions”); or, if no such list is attached, I represent and warrant that there are no
such Prior Inventions. Furthermore, I represent and warrant that if any Prior Inventions are included on Exhibit A, they
will not materially affect my ability to perform all obligations under this Agreement. I will inform MetroMile, Inc. in writing
before incorporating such Prior Inventions into any Invention or otherwise utilizing such Prior Invention in the course of my business
relationship with the Company, and the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable
worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce,
distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without
restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related
thereto. I will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary
information owned by any third party into any Invention without MetroMile, Inc.’s prior written permission.


 


C. Moral Rights.
Any assignment to MetroMile, Inc. of Inventions includes all rights of attribution, paternity, integrity, modification, disclosure
and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights,” “artist’s
rights,” “droit moral,” or the like (collectively, “Moral Rights”). To the extent that Moral
Rights cannot be assigned under applicable law, I hereby waive and agree not to enforce any and all Moral Rights, including, without
limitation, any limitation on subsequent modification, to the extent permitted under applicable law.


 


D. Maintenance of Records.
I agree to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by me (solely or
jointly with others) during the term of my business relationship with the Company. The records will be in the form of notes, sketches,
drawings, electronic files, reports, or any other format that may be specified by the Company. As between Company and myself, the
records are and will be available to and remain the sole property of MetroMile, Inc. at all times.


 






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E. Further Assurances.
I agree to assist the Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s
rights in the Inventions in any and all countries, including the disclosure to the Company of all pertinent information and data
with respect thereto, the execution of all applications, specifications, oaths, assignments, and all other instruments that the
Company shall deem proper or necessary in order to apply for, register, obtain, maintain, defend, and enforce such rights, and
in order to deliver, assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title,
and interest in and to all Inventions, and testifying in a suit or other proceeding relating to such Inventions. I further agree
that my obligations under this Section 2.E shall continue after the termination of this Agreement.


 


F. Attorney-in-Fact.
I agree that, if the Company is unable because of my unavailability, mental or physical incapacity, or for any other reason to
secure my signature with respect to any Inventions, including, without limitation, for the purpose of applying for or pursuing
any application for any United States or foreign patents or mask work or copyright registrations covering the Inventions assigned
to MetroMile, Inc. in Section 2.A, then I hereby irrevocably designate and appoint the Company and its duly authorized officers
and agents as my agent and attorney-in-fact, to act for and on my behalf to execute and file any papers and oaths, and to do all
other lawfully permitted acts with respect to such Inventions to further the prosecution and issuance of patents, copyright and
mask work registrations with the same legal force and effect as if executed by me. This power of attorney shall be deemed coupled
with an interest, and shall be irrevocable.


 


G. Exception to Assignments.
I UNDERSTAND THAT THE PROVISIONS OF THIS AGREEMENT REQUIRING ASSIGNMENT OF INVENTIONS TO METROMILE, INC. DO NOT APPLY TO ANY INVENTION
THAT QUALIFIES FULLY UNDER THE PROVISIONS OF CALIFORNIA LABOR CODE SECTION 2870 (ATTACHED HERETO AS EXHIBIT B). I WILL ADVISE
METROMILE, INC. PROMPTLY IN WRITING OF ANY INVENTIONS THAT I BELIEVE MEET THE CRITERIA IN CALIFORNIA LABOR CODE SECTION 2870 AND
ARE NOT OTHERWISE DISCLOSED ON EXHIBIT A.


 


3.
Conflicting Obligations


 


A. Current Obligations.
I agree that during the term of my business relationship with the Company, I will not engage in or undertake any other employment,
relationship, occupation, consulting relationship, or commitment that is directly related to the business in which the Company
is now involved or becomes involved or has plans to become involved, nor will I engage in any other activities that conflict with
my obligations to the Company.


 


B. Prior Relationships.
Without limiting Section 3.A, I represent and warrant that I have no other agreements, relationships, or commitments to
any other person or entity that conflict with the provisions of this Agreement, my obligations to the Company under this Agreement,
or my ability to become employed and perform the services for which I am being hired by the Company. I further agree that if I
have signed a confidentiality agreement or similar type of agreement with any former employer or other entity, I will comply with
the terms of any such agreement to the extent that its terms are lawful under applicable law. I represent and warrant that after
undertaking a careful search (including searches of my computers, cell phones, electronic devices, and documents), I have returned
all property and confidential information belonging to all prior employers (and/or other third parties I have performed services
for in accordance with the terms of my applicable agreement). Moreover, I agree to fully indemnify the Company, its directors,
officers, agents, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor
corporations, and assigns for all verdicts, judgments, settlements, and other losses incurred by any of them resulting from my
breach of my obligations under any agreement with a third party to which I am a party or obligation to which I am bound, as well
as any reasonable attorneys’ fees and costs if the plaintiff is the prevailing party in such an action, except as prohibited
by law.


 






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4.
Return of Company Materials


 


Upon separation from the
Company, on Company’s earlier request during my business relationship, or at any time subsequent to my business relationship
upon demand from the Company, I will immediately deliver to MetroMile, Inc., and will not keep in my possession, recreate, or deliver
to anyone else, any and all Company property, including, but not limited to, Company Confidential Information, Associated Third
Party Confidential Information, all devices and equipment belonging to the Company (including computers, handheld electronic devices,
telephone equipment, and other electronic devices), all tangible embodiments of the Inventions, all electronically stored information
and passwords to access such property, Company credit cards, records, data, notes, notebooks, reports, files, proposals, lists,
correspondence, specifications, drawings, blueprints, sketches, materials, photographs, charts, any other documents and property,
and reproductions of any of the foregoing items, including, without limitation, those records maintained pursuant to Section
2.D. I also consent to an exit interview to confirm my compliance with this Article 4.


 


5.
Termination Certification


 


Upon separation from the
Company, I agree to immediately sign and deliver to the Company the “Termination Certification” attached hereto as
Exhibit C. I also agree to keep MetroMile, Inc. advised of my home and business address for a period of three (3) years
after termination of my business relationship with the Company, so that the Company can contact me regarding my continuing obligations
provided by this Agreement.


 


6.
Notification of New Employer


 


In the event that I terminate
my business relationship with the Company, I hereby grant consent to notification by the Company to my new employer about my obligations
under this Agreement.


 


7.
Solicitation of Employees


 


To the fullest extent
permitted under applicable law, I agree that during my business relationship and for a period of twelve (12) months immediately
following the termination of my relationship with the Company for any reason, whether voluntary or involuntary, with or without
cause, I will not directly or indirectly solicit any of the Company’s employees to leave their employment at the Company.
I agree that nothing in this Article 7 shall affect my continuing obligations under this Agreement during and after this
twelve (12) month period, including, without limitation, my obligations under Article 1.


 






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8.
Conflict of Interest Guidelines


 


I agree to diligently
adhere to all policies of the Company, including the Company’s insider trading policies and the Company’s Conflict
of Interest Guidelines. A copy of the Company’s current Conflict of Interest Guidelines is attached as Exhibit D hereto,
but I understand that these Conflict of Interest Guidelines may be revised from time to time during my business relationship.


 


9.
Representations


 


Without limiting my obligations
under Section 2.E above, I agree to execute any proper oath or verify any proper document required to carry out the terms
of this Agreement. I represent and warrant that my performance of all the terms of this Agreement will not breach any agreement
to keep in confidence information acquired by me in confidence or in trust prior to my business relationship with the Company.
I hereby represent and warrant that I have not entered into, and I will not enter into, any oral or written agreement in conflict
herewith.


 


10.
Audit


 


I acknowledge that I have
no reasonable expectation of privacy in any computer, technology system, email, handheld device, telephone, voicemail, or documents
that are used to conduct the business of the Company. All information, data, and messages created, received, sent, or stored in
these systems are, at all times, the property of the Company. As such, the Company has the right to audit and search all such items
and systems, without further notice to me, to ensure that the Company is licensed to use the software on the Company’s devices
in compliance with the Company’s software licensing policies, to ensure compliance with the Company’s policies, and
for any other business-related purposes in the Company’s sole discretion. I understand that I am not permitted to add any
unlicensed, unauthorized, or non-compliant applications to the Company’s technology systems, including, without limitation,
open source or free software not authorized by the Company, and that I shall refrain from copying unlicensed software onto the
Company’s technology systems or using non-licensed software or websites. I understand that it is my responsibility to comply
with the Company’s policies governing use of the Company’s documents and the internet, email, telephone, and technology
systems to which I will have access in connection with my business relationship.


 


I am aware that the Company
has or may acquire software and systems that are capable of monitoring and recording all network traffic to and from any computer
I may use. The Company reserves the right to access, review, copy, and delete any of the information, data, or messages accessed
through these systems with or without notice to me and/or in my absence. This includes, but is not limited to, all e-mail messages
sent or received, all website visits, all chat sessions, all news group activity (including groups visited, messages read, and
postings by me), and all file transfers into and out of the Company’s internal networks. The Company further reserves the
right to retrieve previously deleted messages from e-mail or voicemail and monitor usage of the Internet, including websites visited
and any information I have downloaded. In addition, the Company may review Internet and technology systems activity and analyze
usage patterns, and may choose to publicize this data to assure that technology systems are devoted to legitimate business purposes.


 






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11.
Miscellaneous


 


A. Governing Law; Consent
to Personal Jurisdiction. This Agreement will be governed by the laws of the State of California without regard to California’s
conflicts of law rules that may result in the application of the laws of any jurisdiction other than California. To the extent
that any lawsuit is permitted under this Agreement, I hereby expressly consent to the personal and exclusive jurisdiction and venue
of the state and federal courts located in California for any lawsuit filed against me by the Company.


 


B. Assignability.
This Agreement will be binding upon my heirs, executors, assigns, administrators, and other legal representatives, and will be
for the benefit of the Company, its successors, and its assigns. There are no intended third-party beneficiaries to this Agreement,
except as may be expressly otherwise stated. Notwithstanding anything to the contrary herein, MetroMile, Inc. may assign this Agreement
and its rights and obligations under this Agreement to any successor to all or substantially all of MetroMile, Inc.’s relevant
assets, whether by merger, consolidation, reorganization, reincorporation, sale of assets or stock, or otherwise.


 


C. Entire Agreement.
This Agreement, together with the Exhibits herein and any executed written offer letter between me and the Company, to the extent
such materials are not in conflict with this Agreement, sets forth the entire agreement and understanding between the Company and
me with respect to the subject matter herein and supersedes all prior written and oral agreements, discussions, or representations
between us, including, but not limited to, any representations made during my interview(s) or relocation negotiations. I represent
and warrant that I am not relying on any statement or representation not contained in this Agreement. Any subsequent change or
changes in my duties, salary, or compensation will not affect the validity or scope of this Agreement.


 


D. Headings. Headings
are used in this Agreement for reference only and shall not be considered when interpreting this Agreement.


 


E. Severability.
If a court or other body of competent jurisdiction finds, or the Parties mutually believe, any provision of this Agreement, or
portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect
the intent of the Parties, and the remainder of this Agreement will continue in full force and effect.


 


F. Modification, Waiver.
No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless
in a writing signed by the President or CEO of MetroMile, Inc. and me. Waiver by MetroMile, Inc. of a breach of any provision of
this Agreement will not operate as a waiver of any other or subsequent breach.


 


G. Survivorship.
The rights and obligations of the parties to this Agreement will survive termination of my business relationship with the Company.


 


	Date:	 	 	 
	 	 	Signature
	 	 	 
	 	 	 
	 	 	Name of Individual (typed or printed)


 




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EXHIBIT A


 


LIST OF PRIOR INVENTIONS

AND ORIGINAL WORKS OF AUTHORSHIP


 


	
        Title	 	
        Date	 	
        Identifying
        Number or Brief Description
	-	 	-	 	-
	-	 	-	 	-
	-	 	-	 	-
	-	 	-	 	-
	-	 	-	 	-


 


☐
No inventions or improvements


 


☐
Additional Sheets Attached


 


	Date:	 	 	 
	 	 	Signature
	 	 	 
	 	 	 
	 	 	Name of Individual (typed or printed)


 




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EXHIBIT B


 


CALIFORNIA LABOR CODE
SECTION 2870

INVENTION ON OWN TIME-EXEMPTION FROM AGREEMENT


 


“(a) Any provision
in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention
to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using
the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either:


 


(1) Relate at the time of
conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research
or development of the employer; or


 


(2) Result from any work
performed by the employee for the employer.


 


(b) To the extent a provision
in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be
assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.”


 




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EXHIBIT C


 


METROMILE, INC. TERMINATION
CERTIFICATION


 


This is to certify that
I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence,
specifications, drawings, blueprints, sketches, materials, equipment, any other documents or property, or reproductions of any
and all aforementioned items belonging to MetroMile, Inc., its subsidiaries, affiliates, successors or assigns (together, the “Company”).


 


I further certify that
I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement signed by
me, including the reporting of any inventions and original works of authorship (as defined therein) conceived or made by me (solely
or jointly with others), as covered by that agreement.


 


I further agree that,
in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all Company
Confidential Information and Associated Third Party Confidential Information, including trade secrets, confidential knowledge,
data, or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental
work, computer programs, databases, other original works of authorship, customer lists, business plans, financial information,
or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants, or licensees.


 


I also agree that for
twelve (12) months from this date, I will not directly or indirectly solicit any of the Company’s employees to leave their
employment at the Company. I agree that nothing in this paragraph shall affect my continuing obligations under the Confidential
Information and Invention Assignment Agreement during and after this twelve (12) month period, including, without limitation, my
obligations under Article 1 (Confidentiality) thereof.


 


After terminating my business
relationship with the Company, I will be employed by ___________________________________________________ in the position
of ______________________________________________________.


 


	Date:	 	 	 
	 	 	Signature


 


	 	 
	 	Name of Individual (typed or printed)


 


	Address for Notifications:	 
	 	 
	 	 


 




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EXHIBIT D


 


METROMILE, INC. CONFLICT
OF INTEREST GUIDELINES


 


It is the policy of MetroMile,
Inc. to conduct its affairs in strict compliance with the letter and spirit of the law and to adhere to the highest principles
of business ethics. Accordingly, all officers, employees, and independent contractors must avoid activities that are in conflict,
or give the appearance of being in conflict, with these principles and with the interests of the Company. The following are potentially
compromising situations that must be avoided:


 


1. Revealing confidential
information to outsiders or misusing confidential information. Unauthorized divulging of information is a violation of this policy
whether or not for personal gain and whether or not harm to the Company is intended. (The Confidential Information and Invention
Assignment Agreement elaborates on this principle and is a binding agreement.)


 


2. Accepting or offering
substantial gifts, excessive entertainment, favors, or payments that may be deemed to constitute undue influence or otherwise be
improper or embarrassing to the Company.


 


3. Participating in civic
or professional organizations that might involve divulging confidential information of the Company.


 


4. Initiating or approving
personnel actions affecting reward or punishment of employees or applicants where there is a family relationship or is or appears
to be a personal or social involvement.


 


5. Initiating or approving
any form of personal or social harassment of employees.


 


6. Investing or holding
outside directorship in suppliers, customers, or competing companies, including financial speculations, where such investment or
directorship might influence in any manner a decision or course of action of the Company.


 


7. Borrowing from or lending
to employees, customers, or suppliers.


 


8. Acquiring real estate
of interest to the Company.


 


9. Improperly using or
disclosing to the Company any proprietary information or trade secrets of any former or concurrent employer or other person or
entity with whom obligations of confidentiality exist.


 


10. Unlawfully discussing
prices, costs, customers, sales, or markets with competing companies or their employees.


 


11. Making any unlawful
agreement with distributors with respect to prices.


 


12. Improperly using or
authorizing the use of any inventions that are the subject of patent claims of any other person or entity.


 


13. Engaging in any conduct
that is not in the best interest of the Company.


 


Each officer, employee,
and independent contractor must take every necessary action to ensure compliance with these guidelines and to bring problem areas
to the attention of higher management for review. Violations of this conflict of interest policy may result in discharge without
warning.


 


 


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