Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement ("Agreement") is entered into by and between the parties identified below ("Disclosing Party" and "Receiving Party," collectively the "Parties") through the Automate America platform ("Platform"). By accepting this Agreement electronically, both Parties acknowledge and agree to the terms set forth herein.

This Agreement governs the exchange of Confidential Information in connection with a contractual engagement facilitated through the Platform. Both Parties may disclose and receive Confidential Information during the course of the engagement.

• "Confidential Information" means any and all non-public information disclosed by either Party to the other, whether orally, in writing, electronically, or by inspection of tangible objects, including but not limited to:

(a) Trade secrets, proprietary data, know-how, inventions, processes, techniques, algorithms, and software;
(b) Business plans, strategies, financial information, customer lists, supplier information, and marketing plans;
(c) Technical data, designs, specifications, drawings, engineering information, and manufacturing processes;
(d) Personnel information, organizational structures, and operational procedures;
(e) Government contract details, security protocols, compliance documentation, and classified project information;
(f) Any information marked as "Confidential," "Proprietary," or with similar designation.

• "Disclosing Party" means the Party that discloses Confidential Information to the other Party.

• "Receiving Party" means the Party that receives Confidential Information from the Disclosing Party.

• "Representatives" means a Party's employees, officers, directors, agents, advisors, contractors, and subcontractors who have a need to know the Confidential Information.

• "Purpose" means the evaluation, negotiation, and performance of a contractual engagement facilitated through the Automate America platform.

2.1 Scope. Confidential Information includes all information disclosed by either Party before, on, or after the effective date of this Agreement in connection with the Purpose.

2.2 Government Contractor Context. The Parties acknowledge that engagements facilitated through the Platform may involve work for or with government agencies, defense contractors, and regulated industries. Confidential Information may therefore include information subject to export control regulations (ITAR/EAR), government security requirements, and industry-specific compliance standards.

2.3 Oral Disclosures. Confidential Information disclosed orally shall be considered Confidential Information if it is identified as confidential at the time of disclosure and confirmed in writing within thirty (30) days of the oral disclosure.

3.1 Non-Disclosure. The Receiving Party shall:
(a) Hold all Confidential Information in strict confidence;
(b) Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party;
(c) Limit access to Confidential Information to its Representatives who have a need to know and who are bound by obligations of confidentiality no less restrictive than those contained herein;
(d) Use the Confidential Information solely for the Purpose.

3.2 Standard of Care. The Receiving Party shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

3.3 No Reverse Engineering. The Receiving Party shall not reverse engineer, disassemble, or decompile any Confidential Information, including prototypes, software, or other tangible objects.

3.4 Security Measures. The Receiving Party shall implement and maintain appropriate technical and organizational security measures to protect Confidential Information from unauthorized access, disclosure, alteration, or destruction, including:
(a) Encryption of electronic Confidential Information in transit and at rest;
(b) Access controls limiting access to authorized personnel only;
(c) Secure storage of physical documents containing Confidential Information;
(d) Prompt notification to the Disclosing Party in the event of any actual or suspected unauthorized access or disclosure.

4.1 Term. This Agreement shall remain in effect for the duration of the contractual engagement plus two (2) years following its termination or expiration.

4.2 Survival. The obligations of confidentiality under this Agreement shall survive termination and continue for a period of two (2) years from the date of termination, or for as long as the Confidential Information remains a trade secret under applicable law, whichever is longer.

4.3 Termination. Either Party may terminate this Agreement by providing thirty (30) days' written notice to the other Party. Termination shall not affect the obligations of confidentiality with respect to Confidential Information disclosed prior to the effective date of termination.

Confidential Information does not include information that:

(a) Is or becomes publicly available through no fault or action of the Receiving Party;
(b) Was already in the Receiving Party's possession without restriction prior to disclosure by the Disclosing Party, as evidenced by written records;
(c) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by written records;
(d) Is rightfully received by the Receiving Party from a third party without restriction on disclosure and without breach of any obligation of confidentiality;
(e) Is disclosed with the prior written approval of the Disclosing Party.

If the Receiving Party is compelled by law, regulation, legal process, or government authority to disclose Confidential Information, the Receiving Party shall:

(a) Provide the Disclosing Party with prompt written notice of such requirement (to the extent legally permitted) so that the Disclosing Party may seek a protective order or other appropriate remedy;
(b) Cooperate with the Disclosing Party in seeking such protective order;
(c) Disclose only that portion of the Confidential Information that is legally required to be disclosed;
(d) Use commercially reasonable efforts to ensure that any disclosed Confidential Information receives confidential treatment.

7.1 Return or Destruction. Upon the Disclosing Party's written request, or upon termination of this Agreement, the Receiving Party shall promptly:
(a) Return all tangible materials containing Confidential Information;
(b) Destroy all electronic copies of Confidential Information in its possession;
(c) Certify in writing that all Confidential Information has been returned or destroyed.

7.2 Exceptions. The Receiving Party may retain one (1) archival copy of Confidential Information solely for legal compliance purposes, provided such copy remains subject to the confidentiality obligations of this Agreement.

7.3 Backup Systems. The Receiving Party shall use commercially reasonable efforts to remove Confidential Information from backup systems within ninety (90) days of a return or destruction request.

8.1 Irreparable Harm. The Parties acknowledge that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy.

8.2 Injunctive Relief. In the event of a breach or threatened breach, the Disclosing Party shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity, without the necessity of proving actual damages or posting a bond.

8.3 Indemnification. The Receiving Party shall indemnify and hold harmless the Disclosing Party from and against any and all losses, damages, costs, and expenses (including reasonable attorneys' fees) arising from any breach of this Agreement by the Receiving Party or its Representatives.

9.1 No License Granted. Nothing in this Agreement grants the Receiving Party any license, right, title, or interest in or to any Confidential Information, intellectual property, or other proprietary rights of the Disclosing Party.

9.2 No Warranty. All Confidential Information is provided "AS IS" without any warranty, express or implied, including any warranty of merchantability, fitness for a particular purpose, or non-infringement.

9.3 No Obligation. This Agreement does not obligate either Party to enter into any further agreement, contract, or business relationship.

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, without regard to its conflict of laws principles.

10.2 Dispute Resolution. Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Greenville County, South Carolina.

10.3 Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings.

10.4 Amendment. This Agreement may not be amended or modified except by a written instrument signed by both Parties.

10.5 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10.6 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except in connection with a merger, acquisition, or sale of substantially all of its assets.

10.7 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. No failure or delay in exercising any right shall constitute a waiver of that right.

10.8 Electronic Acceptance. The Parties agree that electronic acceptance through the Automate America platform constitutes a valid and binding signature for purposes of this Agreement, in accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and applicable state electronic transaction laws.