Mutual Non-Disclosure Agreement

Permitted Use. "Permitted Use" means evaluating or pursuing a business relationship between the parties, performing under any agreement between the parties, and any other purpose mutually agreed in writing.

Confidential Information. As used herein, the "Confidential Information" of a Party means any and all technical and non-technical information disclosed by or on behalf of such Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether before or after the Effective Date, whether in oral, written, graphic, visual, electronic or other form, including without limitation: (a) patents, patent applications, and information relating to patent strategy; (b) trade secrets; (c) proprietary and confidential information, ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, data, discoveries, developments, designs, processes, methods, algorithms, software programs, software source documents, and formulae related to current, future, and proposed products and services; (d) financial information, procurement requirements, customer lists, business forecasts, sales and merchandising, business plans, budgets, licensing, collaboration, development, manufacturing, or strategic arrangements; (e) any data related to customers, investors, employees, or others; and (f) all other information that the Receiving Party knew, or reasonably should have known, was the Confidential Information of the Disclosing Party. The existence and terms of this Agreement, including the existence of any discussions or negotiations between the Parties, will be deemed to be Confidential Information of both Parties.

Exceptions. The Receiving Party will not have any obligations under this Agreement with respect to a specific portion of the Confidential Information if such portion: (a) was in the public domain at the time it was disclosed to the Receiving Party; (b) entered the public domain subsequent to the time it was disclosed to the Receiving Party, through no fault of the Receiving Party; (c) was in the Receiving Party's possession free of any obligation of confidence at the time it was disclosed; (d) was rightfully communicated to the Receiving Party by a third party free of any obligation of confidence subsequent to the time it was disclosed; or (e) was developed by employees or agents of the Receiving Party who had no access to any Confidential Information, as demonstrated by contemporaneous written evidence. For purposes of (a) and (b), no combination of elements will be deemed to be in the public domain merely because individual elements are public, unless the entire combination itself is public.

Compelled Disclosure. Notwithstanding the above, the Receiving Party may disclose Confidential Information without violating this Agreement to the extent such disclosure is required by a valid order of a court or other governmental body having jurisdiction, provided that the Receiving Party: (i) provides the Disclosing Party with reasonable prior written notice; (ii) makes a reasonable effort to obtain, or assists the Disclosing Party in obtaining, a protective order; and (iii) discloses only the minimum amount legally required.

Return or Destruction. Upon termination or expiration of this Agreement, or upon written request of the Disclosing Party, the Receiving Party will promptly, at the Disclosing Party's election, return to the Disclosing Party or destroy (and certify in writing the destruction of) all documents and other tangible materials representing the Disclosing Party's Confidential Information. The Receiving Party may retain an archival copy solely for the purpose of complying with applicable legal or regulatory requirements or for monitoring compliance with this Agreement.

Intellectual Property. Confidential Information is and will remain the sole property of the Disclosing Party. Nothing in this Agreement grants any property rights, by license or otherwise, to any Confidential Information, or to any invention or intellectual property right based on such Confidential Information. Nothing in this Agreement obligates either Party to enter into any further agreement, license any products or services, or disclose any particular Confidential Information.

Feedback. Any ideas, suggestions, guidance, or other information disclosed by the Receiving Party related to the Disclosing Party's Confidential Information ("Feedback") will be deemed non-confidential. The Receiving Party hereby grants to the Disclosing Party a nonexclusive, perpetual, irrevocable, royalty-free, 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 Feedback without restriction.

Audit Right. The Receiving Party may exercise audit rights up to once per calendar year through: (a) a review of Company's available third-party audit reports, certifications, security questionnaires, and compliance documentation; or (b) an on-site audit conducted by you or your designated auditor, subject to: (i) at least thirty (30) days' prior written notice; (ii) documented reasonable grounds for the audit request; (iii) mutual agreement on scope, dates, and auditor identity before commencement; (iv) execution of a confidentiality agreement treating all findings as Company Confidential Information; and (v) limitation of scope strictly to Company's data processing activities and procedures — audits shall not extend to underlying Customer Data, third-party systems, or information subject to existing confidentiality obligations. Audit costs are borne by Other Signatory unless the audit confirms material non-compliance by Company, in which case Company shall bear reasonable audit costs.

Non-Solicitation. During the term of this Agreement and for twelve (12) months following its termination or expiration, neither Party will directly solicit for employment any employee or contractor of the other Party with whom it has had material contact in connection with the Permitted Use. General public job postings do not constitute solicitation under this section.

Term and Survival. This Agreement will terminate five (5) years after the Effective Date, or may be terminated by either Party at any time upon thirty (30) days' prior written notice. Each Party shall have the right to terminate for material breach upon ten (10) days' written notice. Each Party's obligations will survive termination or expiration for a period of three (3) years, except that obligations with respect to trade secrets shall remain in full force until such information ceases to be a trade secret.

Warranties Disclaimer. THE DISCLOSING PARTY IS PROVIDING CONFIDENTIAL INFORMATION ON AN "AS IS" BASIS. THE DISCLOSING PARTY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

Governing Law, Venue, and Equitable Relief. This Agreement will be governed by and construed under the laws of the State of Delaware, without giving effect to any conflicts of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware for the resolution of any disputes arising out of or related to this Agreement. Each Party acknowledges that its breach of this Agreement may cause irreparable damage and hereby agrees that the other Party will be entitled to seek injunctive relief, specific performance, or other equitable relief, without obligation of posting bond or proving damages, as well as such further relief as may be granted by a court of competent jurisdiction.

General. If any provision of this Agreement is found to be unenforceable or invalid, such provision will be changed and interpreted so as to best accomplish the objectives of such provision within the limits of applicable law. Neither Party will assign or transfer this Agreement without the prior written consent of the other Party, not to be unreasonably withheld, except that a Party may assign to its successor in interest by way of merger, acquisition, or sale of all or substantially all of its assets. The Receiving Party will not export, directly or indirectly, any U.S. technical data acquired pursuant to this Agreement, in violation of the United States export laws or regulations. This Agreement is the final, complete and exclusive agreement of the Parties with respect to the subject matters hereof and supersedes all prior discussions. No modification or amendment will be effective unless in writing and signed by both Parties. This Agreement may be executed in counterparts, including electronic signatures complying with the U.S. federal ESIGN Act of 2000, each of which will be deemed an original. Pursuant to 18 U.S.C. §1833(b), an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made (i) in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed under seal in a lawsuit or other proceeding.