Employment Agreement, dated as of April 2, 2022, by and between Appian Corporation and Mark Matheos

Consultant shall serve as Acting Chief Operating Officer, working with Appian’s Go to Market Sales and Marketing teams to improve processes and programs and assist in development of sales pipeline.

Appian will compensate Consultant at the annual rate of $2,000 per hour.

By entering into this agreement, the parties agree that the Consultant Agreement between the parties dated May 11, 2021 is terminated and Consultant shall not longer submit invoices under that agreement.

(b)shall use his/her own tools, equipment, and supplies in performing the Services;

(c)maintains a place of business at a location other than at Appian’s premises; and

(d)is free to accept other work for other clients, provided such work does not interfere with Consultant’s obligations to perform the Services pursuant to the Statement of Work.

3.1     Invoice Schedule. Consultant shall invoice Appian on a monthly basis in arrears, based on Consultant’s good faith estimate of the number of hours spent providing services under this agreement.

3.2     Payment. Invoices shall be payable within thirty (30) days of Appian’s receipt of a correct and properly documented invoice, provided that Appian may withhold from any payment any amount incorrectly invoiced or in dispute. Invoices must be submitted to the following address (or such other address to which Appian notifies Consultant):

3.3    Expenses. Appian will only reimburse Consultant for those expenses and which are approved advance and in writing by Matthew Calkins. Invoices for reimbursable expenses must include copies of all the corresponding receipts.

Consultant represents and warrants as follows:

5.1    All materials and/or work product created, in the process of being created, or delivered to Appian (or Appian’s customer) in accordance with this Agreement or which may otherwise result from the Services and which was not provided by Appian (collectively, the “Materials”) is original material or material which has been properly licensed from third parties and has been used by Consultant consistent with such licenses.

5.2    The Materials or any part thereof have not been assigned, transferred, or otherwise encumbered, do not infringe any patents, copyrights, trade secrets or other proprietary rights of any third party, and Consultant has no reason to believe that any such infringement or claims thereof could be made by third parties.

5.3    The Services will be performed in a professional and workmanlike manner consistent with prevailing industry standards.

5.4    Consultant has all necessary licenses, work permits or other government approvals required of Consultant to perform the Services, to specifically include compliance with applicable immigration and non-immigration codes, rules and regulations. Consultant warrants that he has the approval of his employer to provide the services.

6.1    Confidential Information. The term "Confidential Information" means any information, materials or data, in any medium, disclosed by Appian to the Consultant which (a) is disclosed in writing and marked confidential, (b) is disclosed orally and identified as Confidential Information at the time of disclosure, or (c) should reasonably have been understood by Consultant to be confidential because of the circumstances of disclosure or the nature of the information disclosed. Confidential Information shall not include information that (i) has become publicly known through no wrongful act of Consultant, (ii) has been rightfully received from a third party authorized to make such communication without restriction, (iii) has been independently developed by Consultant without reliance upon the Confidential Information, (iv) has been approved for release by written authorization by Appian, or (v) is required to be disclosed as a matter of law; provided that Consultant promptly notifies Appian of the request for disclosure and provides Appian reasonable assistance and cooperation to enable Appian to obtain a protective order.

6.2    Confidentiality Obligations. Confidential Information shall remain Appian’s property. Consultant may only use the Confidential Information as reasonably necessary to perform the Services. Consultant may not disclose the Confidential Information to any third party without Appian’s express prior written consent. Consultant will protect the Confidential Information from unauthorized use and disclosure using the same means it uses to protect its own information and data of like importance, but in no event using less than a reasonable degree of care. Consultant will immediately notify Appian of any actual or threatened unauthorized use or disclosure of the Confidential Information. Consultant agrees to reasonably assist Appian in remedying any such unauthorized use or disclosure, and Consultant shall be responsible for any breach of this

Agreement by those receiving Confidential Information by or through Consultant. Consultant’s ability to use the Confidential Information shall automatically expire upon the earlier of Consultant no longer requiring the Confidential Information to perform the applicable Services or upon the termination or expiration of the Agreement. Within ten (10) business days after the expiration or termination of the Agreement, Consultant shall return all copies of the Confidential Information to Appian or certify to Appian that all Confidential Information has been destroyed.

7.1    General. Except as noted in Section 7.2 below, the Materials shall be a “Work Made For Hire” and Appian shall own all right, title and interest in and to the Materials, including, without limitation, all intellectual property rights therein. To the extent the Materials are determined not to constitute a “Work Made For Hire” as a matter of law, Consultant irrevocably assigns and transfers all right, title and interest in such Materials to Appian upon the Material being made. To the maximum extent permitted by applicable law, Consultant waives all moral rights in the Materials. At the request and expense of Appian, Consultant shall take such steps as may be necessary or desirable, in Appian’s reasonable discretion, in order for Appian to secure, or for Consultant to assign, transfer and convey any of the foregoing to Appian (or its nominee).

7.2    Pre-existing Material. Consultant shall retain ownership in any preexisting proprietary materials that are contained in the Materials, provided Consultant specifically identifies such materials to Appian in advance. Appian shall own all pre-existing material (including all intellectual property rights therein) that is not identified by Consultant. To the extent such pre-existing materials are incorporated into the Materials and identified by Consultant, Consultant grants to Appian an irrevocable, nonexclusive, worldwide, royalty free, transferable license to use, execute, reproduce, display, perform, distribute copies of, and prepare derivative works based upon, such preexisting materials, and to authorize, or sub-license others to do any, some or all of the foregoing.

(a)Appian may terminate this Agreement for its convenience upon providing Consultant with no less than ten (10) calendar days prior written notice.

12.    General