Digital Selections Platform

Client Materials Ownership

All Client Materials remain the sole and exclusive property of Red Door Homes. Vessul acquires no ownership rights in Client Materials. Vessul may use Client Materials solely as necessary to perform the services under this Agreement.

Vessul will not disclose, share, or reuse Red Door Homes' proprietary pricing, branded content, confidential data, internal business processes, or other Client Materials for any other customer, except that Vessul may use generalized learnings, technical approaches, and non-client-specific concepts that do not disclose or incorporate Red Door Homes' Client Materials or Confidential Information.

Ownership of Red Door Implementation

Upon payment in full of all undisputed implementation fees due under this Agreement, Red Door Homes shall own all right, title, and interest in and to the Red Door Implementation, including Red Door-specific customizations, configuration, workflows, templates, reports, exports, documentation, and any custom code created specifically for Red Door Homes as part of the Red Door Implementation, in each case excluding Vessul Background IP and Third-Party Materials.

Ownership of Vessul Background IP

Vessul retains all right, title, and interest in and to the Vessul Background IP, including the underlying platform, core codebase, reusable components, generalized framework, system architecture, interface systems, non-client-specific database structures, modules, utilities, methods, and know-how.

For clarity, this engagement does not constitute a work-for-hire transfer of Vessul's general software platform, core software, reusable framework, or broader product rights to Red Door Homes.

Perpetual License to Embedded Vessul Background IP

To the extent any Vessul Background IP is incorporated into, embedded in, or reasonably necessary to use, host, support, maintain, modify, or transition the Red Door Implementation, Vessul grants to Red Door Homes a perpetual, irrevocable, non-exclusive, fully paid-up license, with the right to permit use by its affiliates, contractors, hosting providers, and successors, solely to use, operate, maintain, support, host, and modify the Red Door Implementation for Red Door Homes' internal business operations.

Permitted Use Restrictions

Red Door Homes may use the Red Door Implementation and any delivered Transition Materials solely for its own internal business operations, including use by its employees, contractors, consultants, administrators, affiliates, successors, and permitted acquirers in connection with Red Door Homes' business.

Red Door Homes may not resell, sublicense, commercialize, distribute, or repurpose the Red Door Implementation, the underlying platform, or any portion of the delivered source code or Transition Materials for third-party use as a software product or service.

Source Code Access and Business Continuity

Upon Red Door Homes' written request at any time after payment in full of all undisputed implementation fees, and automatically upon any termination or expiration of the monthly Platform Management & Support services, Vessul shall provide Red Door Homes, within ten business days, the Transition Materials in a reasonably current, complete, and usable form.

Red Door Homes may use the Transition Materials solely for internal business continuity, archival purposes, self-hosting, maintenance, support, or transition to a third-party service provider, and not for resale, sublicensing, commercialization, or third-party deployment.

Any additional hands-on migration, deployment, or consulting assistance requested from Vessul beyond delivery of the Transition Materials may be scoped and billed separately at Vessul's standard rates.

Assignment and Change of Control

Red Door Homes may assign this Agreement, and any rights granted under it, without Vessul's consent, to any affiliate or in connection with a merger, acquisition, reorganization, sale of equity, sale of substantially all assets, or other change of control involving Red Door Homes, provided that the assignee agrees in writing to be bound by the use restrictions set forth in this Agreement.

Reserved Industry Rights

For clarity, Vessul may develop, market, license, sell, and support software products and services for the home builder industry, including products that address similar business problems or workflows, provided that Vessul does not disclose, reuse, or incorporate Red Door Homes' Client Materials, Confidential Information, proprietary pricing, branded content, or Red Door-specific implementation details except as permitted under this Agreement.

Transition Rights if Monthly Support Ends

If Red Door Homes elects to discontinue the monthly Platform Management & Support services, termination of those services shall not affect:

• Red Door Homes' ownership of the Red Door Implementation to the extent paid for as provided herein;
• Red Door Homes' ownership of Client Materials; or
• Red Door Homes' perpetual license to any embedded Vessul Background IP reasonably necessary to continue operating the Red Door Implementation.

Upon such termination, Vessul shall provide the Transition Materials and an export of Red Door Homes' data and generated documents in commonly usable formats within ten business days.

Any additional migration assistance, deployment support, or coordination with third-party developers beyond the delivery obligations above may be scoped and billed separately.

Future Collaboration

Any future joint venture, revenue-share arrangement, shared ownership structure, or broader co-development initiative between the parties will be governed only by a separate written agreement. Nothing in this proposal creates any partnership, joint venture, or shared ownership interest beyond the rights expressly stated here.