AGREEMENT

AGREEMENT, dated as of November 5, 2021, between GALAXY SYSTEMS

INC., a New York corporation (“Galaxy”), and Srinivasarao Nalla (“Consultant Employee”).

W I T N E S S E T H:

WHEREAS, Galaxy and Apptrics LLC, a corporation with offices at 4555

Mansell Road 3rd floor Alpharetta, GA 30022, (the “Consultant”) entered into an agreement,
dated January 20, 2020 (the “Master Agreement”), pursuant to which Consultant is to provide
Galaxy with qualified technical personnel to perform programming and other computer-related
services to Galaxy and/or clients of Galaxy (each a “Client”). A copy of the Master Agreement
is attached hereto;

WHEREAS, Galaxy and Consultant have identified Consultant Employee as an

appropriate individual to perform services to Galaxy and/or Client in furtherance of Consultant’s
obligations under the Master Agreement. For the purposes of this Agreement, the Client is
GalaxE.Healthcare Solutions, Inc./Cigna Corporate Services, LLC ;

WHEREAS, Galaxy and each Client, in furtherance of their respective businesses,

create and utilize secret and confidential information, the nature of which is more fully described
below;

WHEREAS, Consultant Employee, in providing services for or on behalf of

Galaxy and/or any Client, will have access to secret and confidential information owned by
Galaxy and/or Client, which shall not be disclosed to any third party;

WHEREAS, it is an essential and continuing condition of Galaxy's and each

Client’s businesses that certain nondisclosure terms and conditions (as specified below) be
agreed to by all who have access to such secret and confidential information;

WHEREAS, Consultant Employee, in providing services for or on behalf of

Galaxy and/or Client, acknowledges that it will invent, create, develop and/or modify, under the
direction and control of Galaxy or Client, certain Work Product (as defined in Paragraph 1.1(a)
below), which shall be owned, in whole and in part, by Galaxy or Client, as the case may be;

WHEREAS, Consultant Employee acknowledges that Galaxy or Client, as the

case may be, is the sole and exclusive owner of all right, title and interest in the Work Product,
has the right to use the Work Product in whole or in part, and may further add to it, modify it, or
combine it with any other programs for any reason as Galaxy or Client sees fit (including without
limitation, for multiple purposes and projects, to create derivative works, and to distribute
various versions and derivatives of the Work Product to third parties) without further
compensation to Consultant Employee;

WHEREAS, to protect Galaxy’s and Clients’ Work Product, as well as Galaxy’s

business, and as a condition to being hired by Galaxy, Consultant Employee agrees to abide by
certain non-compete obligations as set forth in this Agreement; and

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 NOW, THEREFORE, in consideration for the mutual promises and covenants
contained herein, including Consultant Employee’s continued relationship with Galaxy and each
Client, it is agreed as follows:

1. Confidentiality and Proprietary Rights.

1.1 Proprietary Rights. Consultant Employee acknowledges and agrees that:

(a) All information, including but not limited to, text, drawings, specifications,
reports, notes, data, computer programs, records and/or business information used or prepared by
Consultant Employee in contemplation of, or in the course of, or as result of, whether developed
prior to or during, the services performed by Consultant Employee for or on behalf of Galaxy
and/or any Client, whether preliminary or final, tangible or intangible (collectively hereinafter
referred to as the ”Work Product”), shall be and remain the sole property of Galaxy or the Client,
as the case may be, and Consultant Employee shall not photocopy or reproduce such Work
Product or remove such Work Product from the jurisdiction of Galaxy or Client, except as
required to perform the duties requested by Galaxy or Client or with the written permission of
Galaxy or Client, and Consultant Employee agrees to deliver all such Work Product (which shall
bear Galaxy’s or Client’s copyright and trade secret notice) then in Consultant Employee’s
possession, custody or control upon termination of the Master Agreement, or at any other time
requested by Galaxy or Client;

(b) Consultant Employee hereby releases any right, title and interest Consultant
Employee may have to any Work Product, and acknowledges and agrees that all Work Product,
which Consultant Employee acknowledges was created under the direction and control of Galaxy
or Client, shall be considered “works-made-for-hire” under the copyright laws of the United
States and that, during and after the term of the Master Agreement agrees to execute any
assignments or other documents reasonably deemed necessary by Galaxy or Client to vest full
ownership of such Work Product in Galaxy or Client, as the case may be. It is Consultant
Employee’s specific intent to assign all right, title and interest whatsoever in any and all
copyrights, patents and any other form of intellectual property in the Work Product, in any media
and for any purpose to Galaxy or Client. Consultant Employee acknowledges and agrees that
Galaxy or Client, is the sole and exclusive owner of all right, title and interest in the Work
Product, has the right to use the Work Product in whole or in part, and may further add to it,
modify it, or combine it with any other programs for any reason as Galaxy or Client sees fit
(including without limitation, for multiple purposes and projects, to create derivative works, and
to distribute various versions and derivatives of the Work Product to third parties) without
further compensation to Consultant Employee;

(c) The parties to this agreement intend that Galaxy or Client, as the case may be,
shall have full ownership of the Work Product with no rights of ownership in Consultant
Employee. Consultant Employee agrees that in the event this agreement is determined by a court
of competent jurisdiction not to be a work for hire under the copyright laws of the United States,
this Agreement shall operate as an irrevocable assignment by Consultant Employee to Galaxy or
Client of the copyright and all other intellectual property rights in the Work Product. Under this
irrevocable assignment, Consultant Employee hereby assigns to Galaxy or Client the sole and
exclusive right, title and interest in and to the Work Product, without further consideration and

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agrees to assist Galaxy or Client in registering, defending and enforcing all intellectual property
rights in the Work Product. To this end, Consultant Employee agrees to execute and deliver all
necessary documents requested by Galaxy or Client in connection therewith and appoints Galaxy
or Client as its agent and attorney-in-fact to act for and in its behalf and stead to execute, register
and file any such applications, and to do all other lawfully permitted acts to further the
registration, prosecution, issuance, maintenance, renewals and extensions of the intellectual
property to the Work Product with the same legal force and effect as if executed by Consultant
Employee;

(d) To the extent that Consultant Employee intends to use any third party
proprietary software (“Third Party Software”), Consultant Employee must identify in writing the
proposed Third Party Software to Galaxy and Client and obtain written approval of Galaxy prior
to the use of such Third Party Software. If such prior written approval is provided by Galaxy,
the Consultant Employee represents and warrants that he/she has good and clean title to use the
Third Party Software and that Consultant Employee is not infringing upon any patents,
trademarks or copyrights or violating trade secrets or other confidential information in using
such software. Consultant Employee hereby grants to Galaxy or Client, all rights Consultant
Employee has to use such Third Party Software, and, to the extent possible, an irrevocable, non-
transferable, royalty-free license to use the Third Party Software. If Galaxy or Client must
obtain a license from such third party to use or distribute the Third Party Software, Consultant
Employee agrees to use Consultant Employee’s best efforts to obtain such a license on behalf of
and for Galaxy or Client. If Galaxy does not provide written authorization to use the Third Party
Software, Consultant Employee shall not use the Third Party Software in rendering its services to
Galaxy or Client. In addition to the foregoing, Consultant Employee represents and warrants that
prior to the effective date of this Agreement it did not use any Third Party Software in providing
services to Galaxy or Client;

(e) To the extent that Consultant Employee intends to use any proprietary
software developed by Consultant Employee (“Consultant Employee Software”), Consultant
Employee must identify in writing to Galaxy and Client the Consultant Employee Software, and
obtain written approval of Galaxy prior to the use of the Consultant Employee Software. If such
prior written approval is provided by Galaxy, the Consultant Employee represents and warrants
that he/she has good and clean title to use the Consultant Employee Software and that Consultant
Employee is not infringing upon any third party’s patents, trademarks or copyrights or violating
trade secrets or other confidential information in using the Consultant Employee Software.
Further, Consultant Employee agrees to hereby assign to Galaxy or Client all rights, title and
interest to the Consultant Employee Software. If Consultant Employee does not disclose the
Consultant Employee Software to Galaxy and the Client, or if Galaxy does not provide written
authorization to use the Consultant Employee Software, Consultant Employee shall not use the
Consultant Employee Software in rendering its services to Galaxy or Client. If Consultant
Employee uses the Consultant Employee Software without obtaining any prior written consent
by Galaxy, Consultant Employee agrees that such Consultant Employee Software will be
considered Work Product and treated in accordance with paragraphs (b) and (c) above. In
addition to the foregoing, Consultant Employee represents and warrants that prior to the effective
date of this Agreement it did not use any Consultant Employee Software in providing services to
Galaxy or Client. In the event Consultant Employee did use Consultant Employee Software in
providing services to Galaxy or Client prior to the effective date of this Agreement, the

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Consultant Employee agrees that such Consultant Employee Software shall be treated as if it was
first used upon the effective date of this Agreement and, therefore, will be considered Work
Product and treated in accordance with paragraphs (b) and (c) above;

(f) Consultant Employee agrees that it shall not, at any time hereafter, dispute,
contest or aid or assist others in disputing or contesting, either directly or indirectly, Galaxy’s or
Client’s exclusive right, title and interest in the Work Product or any intellectual property rights
related thereto and any intellectual property rights owned by Galaxy including all rights assigned
to Galaxy by Consultant Employee;

(g) In the event Galaxy or Client brings an infringement suit against any third
parties or shall be sued by any third parties as a result of Consultant Employee’s use,
development, creation, modification, invention or authorship of any Work Product, including any
Consultant Employee Software or Third Party Software that is used by Galaxy or Client,
Consultant Employee agrees to cooperate reasonably with Galaxy or Client in defending against
or prosecuting such suit. This right shall be cumulative to any other rights of Galaxy or Client
hereunder;

(h) In rendering Technical Services to Galaxy or Client, if Consultant Employee

discovers, learns, knows or has reason to know that Galaxy or Client is using or intends to use
any Third Party Software, Consultant Employee shall immediately investigate whether Galaxy or
Client has any right to use the Third Party Software for its intended purpose and shall notify in
writing both the General Counsel of Galaxy and the Consultant Employee’s main contact person
with Client within one (1) business day after discovering the use or intended use. The written
notification shall include the name of the Third Party Software, a description of the use or
intended use, and any other information discovered by Consultant Employee in his/her
investigation. Consultant Employee acknowledges that Galaxy and Client have a strict policy
against infringing the intellectual property rights of third parties and that if Consultant Employee
intentionally fails to follow such notification procedures, Consultant Employee agrees and
understands that the Master Agreement may be terminated immediately; and

(i) Consultant Employee will maintain backup procedures to ensure that no Work
Product is lost or destroyed.

1.2 Confidentiality. Consultant Employee acknowledges that all tangible and

intangible information of Galaxy and/or any Client, or any other information of any third party
which has been disclosed to Galaxy and/or any Client on a confidential basis, or which will
become known to Consultant Employee as a result of performing services for or on behalf of
Galaxy and/or any Client, shall be held by Consultant Employee in the strictest confidence and
not disclosed to any unauthorized third party, unless otherwise required to be disclosed by law,
or used by Consultant Employee for purposes other than those contemplated herein. Such
information shall be used solely for the benefit of Galaxy and/or the Client. Confidential
information shall include, but not be limited to, (i) non-public information about Galaxy and/or
any Client, (ii) the names and identities of future and current Clients and other Client
information, sales techniques, marketing approaches, trade secrets, finances, business affairs and
circumstances of any Client or Galaxy, and Client’s rate of pay and any licenses from others, (iii)
all information and data relating to the Technical Services (as defined in the Master Agreement)

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or any Work Product, and (iv) all information related to any alleged obligations of Galaxy related
hereto. Consultant Employee agrees to immediately return any such confidential information
then in Consultant Employee’s possession, custody or control upon termination of the Master
Agreement or completion of the Technical Services rendered to Galaxy or Client, or at any other
time requested by Galaxy or Client.

1.3 Non-Disclosure. Consultant Employee agrees that, except as directed by

the Client or Galaxy, Consultant Employee will not at any time during or after the term of the
Master Agreement or any Technical Services Addendum thereto (a) disclose any Confidential
Information to any person or entity, except as otherwise required to be disclosed by law, (b)
permit any person or entity to examine and/or make copies of any Confidential Information or
reports or documents prepared by Consultant Employee or that come into Consultant Employee’s
possession or under Consultant Employee’s control by reason of the Technical Services provided
under the Master Agreement or (c) use any such Confidential Information for purposes other
than those contemplated herein. Upon termination of the Master Agreement, or at any other time
as Galaxy or Client sees fit, Consultant Employee will turn over to the Client and Galaxy,
respectively, all documents, papers and other matter in Consultant Employee’s possession or
under Consultant Employee’s control that contain or relate to such Confidential Information.

1.4 Injunctive Relief. Consultant Employee acknowledges that disclosure of

any Confidential Information by Consultant Employee will give rise to irreparable injury to the
Client and/or Galaxy inadequately compensable in damages. Accordingly, the Client or Galaxy
may seek and obtain injunctive relief against the breach or threatened breach of the foregoing
undertakings, in addition to any other legal remedies that may be available. Consultant
Employee acknowledges and agrees that the covenants contained herein are necessary for the
protection of legitimate business interests of the Client and Galaxy and are reasonable in scope
and content.

2. Miscellaneous

2.1 Disputes Between Consultant Employee, Consultant, Galaxy and/or

Client. In the event a dispute arises between the Client and the Consultant Employee, the
Consultant Employee agrees to immediately notify Galaxy, and Galaxy shall attempt to assist the
Client and Consultant Employee resolve such dispute. In the event a dispute arises between the
Consultant Employee and the Consultant, the Consultant Employee agrees to resolve such
dispute directly with Consultant and shall not involve the Client in any manner.

2.2 Solicitation. Without the prior written consent of Galaxy, Consultant

Employee agrees not to (a) work at, solicit work from or solicit or enter into any offers of
employment or engagement, in any capacity, either directly or indirectly, with the Client, (b)
place any consultant or employees, whether on behalf of Consultant Employee or any person or
entity, at the Client or (c) directly or indirectly solicit, recruit, attempt to employ or induce the
employment of any employee or Consultant Employee of Galaxy or the Client, in each case
during the term of the Master Agreement and for a period of one (1) year from termination of
the Master Agreement. The term “Client” as used in this Section shall also include any Galaxy
client that Consultant Employee learns about, to which Consultant Employee is introduced or for

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which Consultant Employee performs services as a result of Consultant Employee’s engagement
by Galaxy, by reason of the Master Agreement or by reason of any other agreement with Galaxy.

2.3 No Restrictions on Performance. Consultant Employee represents and

warrants that Consultant Employee’s acceptance of this assignment with Galaxy and Consultant
Employee’s signing and performance of this Agreement will not violate any other obligation of
Consultant Employee and that Consultant Employee is not currently subject to any non-compete
or confidentiality agreement that would prevent Consultant Employee from performing the work
for Galaxy as contemplated hereunder.

2.4 Anti-Disparagement. Consultant Employee agrees not to disparage or

comment negatively about Galaxy, its affiliates and/or subsidiaries, its officers and management,
and/or current or former employees/personnel. “Disparaging” remarks, comments or statements
include, but are not limited to, those that impugn the character, honesty, integrity, morality or
business acumen or abilities in connection with any aspect of the operation of business of the
covered individual or entity. Nothing herein shall prevent Consultant Employee from making
any truthful statement in connection with any legal proceeding or investigation by Galaxy or any
governmental authority. This clause shall survive the termination of this Agreement, and
violation of same shall be considered a material breach.

2.5 Entire Agreement. This Agreement, including the Master Agreement

attached hereto, constitutes the complete and exclusive statement of the terms and conditions
between the parties, which supersedes and merges all prior proposals, understandings and other
agreements, oral and written, between the parties relating to the subject matter hereof. This
Agreement may not be modified or altered except by written instrument duly executed by both
parties.

2.6 Force Majeure. Galaxy shall not be liable to Consultant Employee for any
delay or failure to perform any of the obligations set forth herein due to a cause beyond its
reasonable control. Performance times shall be considered extended for a period of time
equivalent to the time lost because of such delay.

2.7 Governing Law. This Agreement and performance hereunder shall be

construed in accordance with the laws of the State of New York (without giving effect to
conflicts of law).

2.8 Notice. Any notice provided pursuant to this Agreement, if specified to be

in writing, shall be in writing and shall be deemed given (i) if by hand delivery, upon receipt
hereof, (ii) if mailed, three (3) days after deposit in the U.S. mails, postage prepaid, certified mail
return receipt requested. All notices shall be addressed to the parties at the respective address
indicated herein or such other address as either party may in the future specify in writing to the
other.

2.9 No Waiver. The waiver or failure of either party to exercise any right
provided for herein shall not be deemed a waiver of any further right hereunder.

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 2.10 Severability. Except as otherwise specified herein, the invalidity or
unenforceability of any term or terms of this Agreement shall not invalidate, make unenforceable
or otherwise affect any other term of this Agreement which shall remain in full force and effect.

2.11 Survival. All provisions hereof relating to confidentiality, non-disclosure,

proprietary rights, anti-disparagement, indemnification, limitation of liability and non-
solicitation shall survive the completion of the Technical Services hereunder or any termination
of the Master Agreement.

2.12 Compliance with Law. Consultant Employee warrants that it will comply
with all applicable Federal, State and local laws and regulations in the performance of its
obligations hereunder.

2.13 Remedies. The rights and remedies of Galaxy as set forth in this
Agreement are not exclusive and are in addition to any other rights and remedies available to it at
law or in equity.

2.14 Headings. The headings contained in this Agreement are for purposes of
convenience only and shall not affect meaning or interpretation of this Agreement.

2.15 Execution in Counterparts. This Agreement may be signed in one or more

counterparts, each of which will be deemed to be an original and all of which taken together will
constitute the same agreement. Any copy of this Agreement made by original means is
considered an original.

2.16 Disputes: Consent to Jurisdiction. The parties agree that dispute arising
out of or relating to this Agreement shall be adjudicated by the appropriate Federal or state court
sitting in New York County, NY and each of the parties consents to the jurisdiction of such
courts for the purposes of all legal proceedings arising out of or relating to this Agreement. Each
of the parties irrevocably waives, to the fullest extent permitted by law, any objection which it
may now or hereafter have to the laying of venue of any such proceeding brought in such courts
and any claim that any such proceeding brought in such courts has been brought in an
inconvenient forum. Each of the parties hereby irrevocably waives, to the fullest extent
permitted by law, any and all right to trial by jury in any legal proceeding arising out of or
relating to this Agreement or any of the transactions contemplated hereby.

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