Non-Disclosure Agreement

1. Purpose & Scope

This Mutual Non-Disclosure Agreement ("Agreement") is entered into between AccessIQ, Inc. ("AccessIQ") and the party agreeing to these terms ("Counterparty"), each referred to individually as a "Party" and collectively as the "Parties."

The Parties wish to explore a potential business relationship (the "Purpose") and, in connection with the Purpose, may disclose to each other certain confidential and proprietary information. This Agreement sets forth the terms and conditions under which such information will be disclosed and protected.

This Agreement applies to all Confidential Information exchanged between the Parties, whether disclosed before or after the effective date of this Agreement, provided that the disclosing Party identifies the information as confidential at the time of disclosure or the information is reasonably understood to be confidential given its nature and the circumstances of disclosure.

2. Definition of Confidential Information

"Confidential Information" means any and all non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether disclosed orally, in writing, electronically, or by any other means, including but not limited to:

• Trade secrets, inventions, patents, copyrights, and other intellectual property
• Business plans, strategies, forecasts, and financial information
• Customer and supplier lists, pricing information, and market data
• Technical data, product designs, specifications, and source code
• Software, algorithms, APIs, system architectures, and infrastructure details
• Security practices, vulnerability assessments, and audit reports
• Personnel information, organizational structures, and compensation data
• Any information derived from or relating to the above

Confidential Information also includes the existence and terms of this Agreement and the fact that discussions or negotiations are taking place between the Parties.

3. Obligations of Receiving Party

The Receiving Party agrees to the following obligations with respect to the Disclosing Party's Confidential Information:

• Hold all Confidential Information in strict confidence and protect it using at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care
• Use the Confidential Information solely for the Purpose described in this Agreement and for no other purpose
• Restrict disclosure of Confidential Information to its employees, contractors, and advisors ("Representatives") who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein
• Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party
• Not reverse engineer, decompile, or disassemble any Confidential Information, including any software, prototypes, or technical materials
• Promptly notify the Disclosing Party in writing of any unauthorized use, disclosure, or loss of Confidential Information
• Be responsible for any breach of this Agreement by its Representatives

4. Exclusions from Confidential Information

The obligations set forth in this Agreement do not apply to information that the Receiving Party can demonstrate:

• Was publicly available at the time of disclosure or subsequently becomes publicly available through no fault or breach by the Receiving Party
• Was already known to the Receiving Party at the time of disclosure, as evidenced by written records predating the disclosure
• Is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information, as evidenced by written records
• Is rightfully received by the Receiving Party from a third party without restriction on disclosure and without breach of any obligation of confidentiality
• Is approved for release by the Disclosing Party in writing

If the Receiving Party is compelled by law, regulation, or legal process to disclose Confidential Information, the Receiving Party shall, to the extent legally permitted, provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall disclose only the minimum amount of Confidential Information required by law.

5. Term and Duration

This Agreement is effective as of the date it is accepted by the Counterparty and shall remain in effect for a period of two (2) years from the effective date, unless earlier terminated by either Party upon thirty (30) days' prior written notice to the other Party.

The obligations of confidentiality set forth in this Agreement shall survive the termination or expiration of this Agreement for a period of two (2) years following such termination or expiration. With respect to trade secrets, the obligations of confidentiality shall continue for as long as such information remains a trade secret under applicable law.

6. Return and Destruction of Materials

Upon the termination or expiration of this Agreement, or upon written request by the Disclosing Party at any time, the Receiving Party shall promptly:

• Return to the Disclosing Party all originals and copies of Confidential Information in tangible form
• Destroy all Confidential Information in electronic or intangible form, including any notes, analyses, compilations, studies, or other documents that contain or reflect Confidential Information
• Provide written certification to the Disclosing Party that all Confidential Information has been returned or destroyed

Notwithstanding the foregoing, the Receiving Party may retain one (1) archival copy of Confidential Information solely for the purpose of determining its ongoing obligations under this Agreement, and may retain Confidential Information stored in automated backup systems in accordance with its standard retention policies, provided that such retained information remains subject to the confidentiality obligations of this Agreement.

7. Remedies

Each Party acknowledges that a breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages alone would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek injunctive or other equitable relief to prevent or restrain any such breach or threatened breach, without the necessity of proving actual damages or posting any bond or other security.

Such equitable relief shall be in addition to, and not in lieu of, any other remedies available at law or in equity, including the recovery of monetary damages.

8. No License or Warranty

Nothing in this Agreement grants the Receiving Party any license, right, or interest in or to the Disclosing Party's Confidential Information, intellectual property, patents, trademarks, copyrights, or trade secrets, except the limited right to use such information for the Purpose as set forth herein.

All Confidential Information is provided "as is." The Disclosing Party makes no representations or warranties, express or implied, regarding the accuracy, completeness, or fitness for a particular purpose of any Confidential Information disclosed under this Agreement.

Neither Party shall be obligated by this Agreement to disclose any particular Confidential Information, to enter into any further agreement, or to proceed with any business relationship or transaction.

9. Governing Law

This Agreement and any disputes arising out of or related to it shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

Any legal action or proceeding arising under this Agreement shall be brought exclusively in the federal or state courts located in the State of Delaware, and the Parties hereby consent to the personal jurisdiction and venue of such courts.

10. General Provisions

10.1 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the intent of the Parties.

10.2 Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, understandings, representations, and warranties relating to the protection of Confidential Information.

10.3 Amendments

This Agreement may not be amended or modified except by a written instrument signed by both Parties. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving Party.

10.4 Assignment

Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section shall be void.

10.5 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding.

10.6 No Waiver

The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that Party's right to enforce that provision or any other provision in the future.

11. Contact Information

If you have any questions about this Non-Disclosure Agreement, please contact us: