PROPOSED MARKUP — KJF Professional Services LLC d/b/a STTIL Solutions — For Attorney Review — June 6, 2026

*This document is a proposed markup prepared for founder review and subsequent attorney review. It does not constitute legal advice. All proposed language should be reviewed and approved by qualified legal counsel before execution.*

*Notation: ~~strikethrough~~ = proposed deletion. **PROPOSED:** = proposed replacement or addition. NOTE: = plain-language explanation of the change.*

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# LETTER OF INTENT

**Date:** _______________

**From:** Pathogens Artificial Intelligence Inc., a Delaware corporation, d/b/a LabABLE ("Company")

**To:** KJF Professional Services LLC, a Florida limited liability company, d/b/a STTIL Solutions ("Partner")

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This Letter of Intent (this "LOI") sets forth the parties' current, non-binding interest in exploring a commercial and technical relationship ~~under which Partner would serve as an early partner, tester, and user of Company's minimum viable product (the "MVP") LabABLE, an open platform for diagnostic laboratory operations that includes workflow tools, AI agents, integration capabilities, and a marketplace.~~

**PROPOSED:** under which the parties intend to explore a mutual commercial and technical relationship. Partner would serve as an early design partner, tester, and user of Company's minimum viable product (the "MVP") LabABLE, an open platform for diagnostic laboratory operations that includes workflow tools, AI agents, integration capabilities, and a marketplace. The parties have also discussed a reciprocal integration concept under which LabABLE may be made available as a component within Partner's Signal platform, and Signal may be made available as a component within the LabABLE platform (the "Mutual Integration Framework"), which the parties intend to explore further in any definitive agreement.

> NOTE: The original language frames this as entirely one-sided — Partner is just LabABLE's tester. This change acknowledges that both parties discussed a mutual relationship, which is what actually happened in your conversations with Dr. Patel. It costs nothing to add and creates a written record of the mutual intent.

The parties intend to use this LOI as a framework for pilot planning, product evaluation, and negotiation of any later definitive agreement.

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## Indicative Business Terms

| Topic | Indicative Term |
|---|---|
| Relationship | Partner would act as an early design partner, tester, evaluator, and prospective customer for the MVP and related LabABLE platform components. **PROPOSED: The parties also acknowledge a shared interest in exploring mutual integration opportunities as described in the preamble above.** |
| Pilot Scope | Company expects to provide pre-release access to selected MVP features, implementation coordination, issue triage, and periodic product feedback sessions. Final scope to be set in a definitive pilot, beta, subscription, or services agreement. |
| Evaluation Environment | Unless otherwise agreed in writing, evaluation will occur in a sandbox, staging, or otherwise non-production environment using synthetic, de-identified, or non-production data only. |
| Commercial Framework | The parties currently anticipate discussing discounted pilot pricing, launch-partner pricing, onboarding assistance, and roadmap participation; however, any fees, credits, service levels, and payment obligations will be set only in a signed definitive agreement. |
| Exclusivity | None, unless expressly stated in a later written agreement signed by both parties. |

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## 1. Purpose and Proposed Collaboration.

~~The purpose of this LOI is to outline the parties' present intent to explore a relationship in which Partner evaluates the MVP and collaborates with Company regarding workflow and tool fit, usability, implementation requirements, and product direction. Company anticipates that this engagement may inform its product roadmap, feature prioritization, integration planning, and launch-readiness for LabABLE.~~

**PROPOSED:** The purpose of this LOI is to outline the parties' present intent to explore a collaborative relationship in which Partner evaluates the MVP and provides feedback regarding workflow and tool fit, usability, implementation requirements, and product direction, and in which the parties explore the Mutual Integration Framework described in the preamble. Company anticipates that this engagement may inform its product roadmap, feature prioritization, and launch-readiness for LabABLE; and Partner anticipates that this engagement may inform the potential integration of LabABLE capabilities within the Signal platform.

> NOTE: Adds Partner's perspective to Section 1, making it genuinely two-directional. The original only says what Company gains from the relationship.

Unless and until a definitive agreement is executed, neither party is obligated to proceed with any pilot, purchase, implementation, integration, or commercial rollout.

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## 2. Responsibilities of the Parties.

During the evaluation period, Company expects to make commercially reasonable efforts to provide access to the MVP as available, designate business and technical contacts, collect and review feedback, and discuss product enhancements relevant to Partner's anticipated use cases.

Partner expects to designate appropriate personnel for evaluation, participate in reasonable feedback sessions, test agreed functionalities, and provide timely operational or technical input requested by Company for evaluation purposes.

> NOTE: No changes. These responsibilities are reasonable and balanced as written.

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## 3. MVP Nature; No Clinical or Production Use Without Definitive Agreement.

Partner acknowledges that the MVP is a pre-release product that may contain defects, incomplete functionality, interruptions, or performance issues. Any access provided before execution of a definitive agreement will be solely for internal evaluation purposes and not for production deployment, patient reporting, or mission-critical laboratory operations unless expressly authorized in writing by Company.

Without limiting the foregoing, Partner shall not use the MVP as the sole basis for any patient diagnosis, treatment decision, laboratory report, or regulated clinical workflow unless and until the parties execute a definitive written agreement that expressly permits such use and addresses applicable validation, compliance, and operational requirements.

> NOTE: No changes. This section protects both parties and is appropriate for a healthcare technology evaluation context.

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## 4. Data, Security, and Regulatory Boundaries.

Unless and until the parties execute all required definitive documentation, including any applicable business associate agreement, data processing addendum, security exhibit, or other compliance documentation, Partner shall not upload, disclose, transmit, or otherwise make available to Company or the MVP any protected health information, identifiable patient data, or other regulated production data.

Prior to such documentation, all testing and evaluation shall be conducted using synthetic, anonymized, de-identified, or other non-production data lawfully usable for evaluation. Each party remains solely responsible for its own compliance with applicable laws and regulations.

> NOTE: No changes. This section is appropriate and protects both parties.

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## 5. Intellectual Property; Feedback.

~~Company and its licensors retain all right, title, and interest in and to the MVP, LabABLE platform, software, documentation, configurations, templates, workflows, know-how, and all related intellectual property and derivative works, whether existing before or developed during any evaluation, except for Partner Materials expressly identified as owned by Partner.~~

**PROPOSED:** Company and its licensors retain all right, title, and interest in and to the MVP, LabABLE platform, software, documentation, configurations, templates, and all related intellectual property and derivative works developed by or on behalf of Company, whether existing before or developed during any evaluation, except for Partner Materials. The parties acknowledge that Partner brings substantial domain expertise, operational knowledge, and proprietary frameworks to this relationship, and that feedback sessions may include concepts, workflows, or approaches originating with Partner. Any novel concept, workflow, methodology, or integration approach that Partner documents in writing prior to or at the time of disclosure to Company ("Partner Concepts") shall remain the exclusive property of Partner and shall not be deemed a derivative work of Company's platform. Partner agrees to document any such concepts in a contemporaneous written record (which may include email or internal notes) to establish the basis for this protection.

> NOTE: The original language was broad enough that anything discussed in a feedback session could be claimed by LabABLE as their intellectual property. This change protects Partner's contributed ideas while keeping LabABLE's ownership of their own platform intact. It also acknowledges the value Partner brings — which is actually a more accurate description of what this relationship is. The practical step for Partner: before each feedback call, send a brief email or note summarizing what you plan to discuss. That creates a dated record.

Partner retains all right, title, and interest in and to its pre-existing data, trademarks, policies, standard operating procedures, internal workflows, and other materials supplied by or on behalf of Partner (collectively, "Partner Materials").

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## 6. Confidentiality.

Each party (the "Receiving Party") shall keep confidential and not disclose to any third party any non-public technical, business, operational, financial, product, security, or other information disclosed by the other party (the "Disclosing Party") in connection with this LOI or the contemplated relationship ("Confidential Information"), except to its employees, contractors, attorneys, accountants, lenders, investors, or other representatives who have a need to know such information and are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential Information does not include information that the Receiving Party can demonstrate by written evidence: (a) is or becomes publicly available through no breach of this LOI; (b) was already lawfully known to the Receiving Party without confidentiality restriction; ~~(c) is lawfully received from a third party without breach of any obligation;~~ **PROPOSED: (c) is received from a third party who obtained such information independently of the Disclosing Party, who was not subject to any confidentiality obligation to the Disclosing Party regarding such information, and who had the legal right to disclose it;** or (d) is independently developed without use of the Disclosing Party's Confidential Information.

> NOTE: The original wording of exception (c) had a gap — it did not require the third party to have obtained the information independently. As written, one party could share the other's confidential information with a third party and then argue the obligation dissolved. The proposed language closes that gap by requiring that the third party obtained the information on their own, without the Disclosing Party's involvement. This is fair and standard language that protects both sides equally.

If the Receiving Party is required by law, regulation, subpoena, court order, or governmental request to disclose Confidential Information, it may do so only to the extent legally required, and, where legally permitted, shall give prompt notice to the Disclosing Party so the Disclosing Party may seek protective relief. The confidentiality obligations in this Section will continue for three (3) years after expiration or termination of this LOI, except that trade secrets will be protected for so long as they remain trade secrets under applicable law.

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## 7. Publicity.

Neither party may issue any press release or public statement regarding this LOI or the contemplated relationship, nor use the other party's name, logo, or marks in any marketing, customer list, website, fundraising, or publicity materials, without the other party's prior written consent in each instance; ~~provided, however, that Company may identify Partner internally as a prospective design partner, and the parties may agree in a later definitive agreement to approved launch-partner or customer-reference language.~~

**PROPOSED:** provided, however, that the parties may agree in a later definitive agreement to approved launch-partner or customer-reference language. Neither party shall reference the other by name or in a manner that reasonably identifies the other in any investor presentation, fundraising material, or board communication without the other party's prior written consent. The parties agree that this restriction applies equally to both parties and is intended to ensure that each party controls its own narrative with respect to investors and stakeholders.

> NOTE: The original gave LabABLE the right to name Partner as a design partner in "internal" materials — but internal in a startup includes investor decks and board presentations. This change makes the restriction mutual and equal: neither party can reference the other in investor or fundraising materials without permission. Framing it as mutual and equal makes it far easier for LabABLE to accept, and it genuinely protects both sides.

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## 8. Non-Binding Nature; No Duty to Negotiate or Close.

This LOI is intended only as an expression of the parties' current interest and understanding regarding a possible future relationship. ~~Except for Sections 3, 4, 5, 6, 7, 8, 9, 10, and 11 of this LOI, which are intended to be binding and enforceable, this LOI is non-binding~~

**PROPOSED:** The parties agree that the following sections constitute binding obligations notwithstanding the overall non-binding nature of this LOI: Sections 3 (MVP Nature), 4 (Data and Security), 5 (Intellectual Property), 6 (Confidentiality), 7 (Publicity), 8 (this Section), 9 (Term and Termination), 10 (Governing Law), and 11 (Miscellaneous). All remaining provisions, including the Indicative Business Terms and Sections 1 and 2, are expressions of mutual intent only and are not binding obligations. This structure — binding protective provisions within a non-binding letter of intent — is intentional and reflects the parties' agreement that confidentiality, intellectual property, and publicity obligations should be enforceable regardless of whether a definitive agreement is reached.

> NOTE: Partner's attorney flagged that the original language created a contradiction — calling the LOI "non-binding" while also designating certain sections as "binding." This proposed language resolves that by naming the binding sections clearly and explaining that the mixed structure is deliberate. This is standard practice for LOIs and should not be controversial.

and does not constitute a definitive agreement, purchase commitment, service commitment, exclusivity undertaking, joint venture, partnership, agency relationship, or obligation of any kind to consummate any transaction.

Without limitation, neither party shall have any obligation to continue negotiations, negotiate in good faith, provide access to the MVP, purchase any products or services, or enter into any definitive agreement unless and until such definitive agreement is negotiated, approved, executed, and delivered by authorized representatives of both parties. Either party may discontinue discussions at any time, with or without cause, and without liability arising from any failure to proceed with the contemplated relationship.

Each party acknowledges that it is not relying on this LOI as a promise that any transaction will occur, that any product feature will be delivered by any date, or that any commercial terms reflected herein will be available in a final agreement.

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## 9. Term; Termination.

This LOI will commence on the date last signed below and will expire automatically on the earlier of: (a) execution of a superseding definitive agreement covering the subject matter hereof; (b) one hundred eighty (180) days after the Effective Date; or (c) written notice by either party that it no longer wishes to pursue the contemplated relationship. Expiration or termination of this LOI will not affect any rights or obligations that expressly survive by their terms, including under Sections 3, 4, 5, 6, 7, 8, 10, and 11.

> NOTE: No changes. 180 days is reasonable and the survival clause is appropriate.

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## 10. Governing Law; Venue.

~~This LOI and any dispute arising out of or relating to this LOI or the parties' discussions shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict-of-laws principles. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Delaware for any action or proceeding arising out of or relating to this LOI, and each party waives any objection based on improper venue or forum non conveniens.~~

**PROPOSED:** This LOI and any dispute arising out of or relating to this LOI or the parties' discussions shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict-of-laws principles. The parties agree that before pursuing any formal proceedings, they will first attempt to resolve any dispute through good-faith discussion between senior representatives for a period of thirty (30) days following written notice of the dispute. If a dispute remains unresolved after that period, the parties agree to resolve it through binding arbitration administered by a mutually agreed-upon arbitration service provider. If the parties cannot agree on a provider within fifteen (15) days of the dispute notice, either party may request arbitration through the American Arbitration Association under its then-current Commercial Arbitration Rules. Arbitration may be conducted remotely. Nothing in this section prevents either party from seeking emergency injunctive relief from a court of competent jurisdiction to prevent irreparable harm.

> NOTE: The original required disputes to be resolved exclusively in Delaware courts — which would require Partner, a Florida company, to hire Delaware lawyers and litigate in Delaware. This change keeps Delaware as the governing law (which LabABLE will likely want to keep) but replaces exclusive court jurisdiction with a practical two-step process: talk it out first, then go to arbitration if needed. The arbitration provider is mutually agreed upon, and if you can't agree, AAA is the fallback. AAA is the largest and most neutral arbitration organization in the country and is familiar to both parties' lawyers. Arbitration can be done remotely, which removes the geographic disadvantage entirely.

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## 11. Miscellaneous.

This LOI may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one instrument. Signatures delivered by electronic means (including PDF and e-signature platform signatures) will be deemed effective to the same extent as original handwritten signatures.

Neither party may assign this LOI, in whole or in part, without the prior written consent of the other party, except that either party may assign this LOI without consent to a successor in connection with a merger, reorganization, or sale of substantially all of its assets, provided such successor assumes the assigning party's obligations under the binding provisions of this LOI.

If any provision of this LOI is held unenforceable, the remaining provisions will remain in full force to the maximum extent permitted by law. This LOI constitutes the entire understanding of the parties regarding its subject matter and supersedes all prior oral or written discussions concerning such subject matter, except for any separate nondisclosure agreement signed by the parties, which will continue to govern Confidential Information to the extent it is not inconsistent with this LOI.

**PROPOSED [add sentence]:** The parties acknowledge that prior to execution of this LOI they discussed a mutual integration concept (the Mutual Integration Framework referenced in the preamble), and that this LOI is intended to reflect the mutual nature of their interest, not solely Partner's evaluation of Company's platform.

> NOTE: The "entire understanding" clause could be used to erase the oral Kit-in-Kit discussions. This sentence preserves the record of that conversation without creating any new obligations.

If the foregoing accurately reflects Partner's current understanding and interest, please indicate acceptance by signing below. The Effective Date of this LOI will be the date of the last signature below.

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## Signature Block

**Pathogens Artificial Intelligence Inc.**
d/b/a LabABLE

By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Name: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Title: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

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**KJF Professional Services LLC**
d/b/a STTIL Solutions

By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Name: Kisa Fenn

Title: Founder & CEO

Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

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## Summary of Changes — For Attorney Review

1. **Preamble + Section 1:** Added acknowledgment of the mutual integration discussion (non-binding). Both parties' interests now appear in Section 1.
2. **Section 5 (IP):** Added carve-out for Partner Concepts documented in writing before disclosure. LabABLE retains ownership of their platform; Partner retains ownership of what Partner contributes.
3. **Section 6(c) (Confidentiality):** Tightened the third-party exception so it cannot be used as a loophole. Applies equally to both parties.
4. **Section 7 (Publicity):** Made the investor-identification restriction mutual and equal. Neither party can reference the other in investor materials without consent.
5. **Section 8 (Non-Binding):** Resolved the binding/non-binding contradiction by naming binding sections explicitly.
6. **Section 10 (Governing Law):** Replaced exclusive Delaware court jurisdiction with a 30-day good-faith discussion period followed by mutually agreed arbitration, with AAA as fallback. Delaware law preserved as governing law.
7. **Section 11:** Added sentence preserving the record of mutual integration discussions.

*For review by Clyde Mathes before execution.*
