Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of the date of signature below (the "Effective Date") by and between Equipoise ("Disclosing Party") and the undersigned individual and/or entity ("Receiving Party"), collectively referred to as the "Parties" and individually as a "Party."

Governing the confidential exchange of information related to compliance software evaluation.

1. Purpose

The Parties wish to explore a potential business relationship related to the evaluation and demonstration of Equipoise compliance analysis software and related services (the "Purpose"). In connection with the Purpose, each Party may disclose certain confidential and proprietary information to the other Party.

2. Definition of Confidential Information

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

• Product demonstrations, prototypes, and user interfaces
• Technical architecture, system design, and source code
• Analytical methodology, algorithms, and data models
• Pricing, financial terms, and business plans
• Customer lists, market analyses, and strategic plans
• Any information marked or designated as "confidential," "proprietary," or similar designation
• Any information that, given the nature of the information or circumstances of disclosure, a reasonable person would understand to be confidential

3. Exclusions

Confidential Information does not include information that:

1. Is or becomes publicly available through no fault of the Receiving Party;
2. Was known to the Receiving Party prior to disclosure, as evidenced by written records;
3. Is independently developed by the Receiving Party without use of or reference to the Confidential Information;
4. Is rightfully obtained by the Receiving Party from a third party without restriction on disclosure; or
5. Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in any effort to obtain protective treatment.

4. Obligations of the Receiving Party

The Receiving Party agrees to:

1. Hold all Confidential Information in strict confidence;
2. Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party;
3. Use Confidential Information solely for the Purpose described herein;
4. Restrict access to Confidential Information to those employees, agents, or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein;
5. Protect the Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

5. Non-Circumvention

The Receiving Party agrees that it will not, directly or indirectly, use any Confidential Information to develop, design, market, sell, or otherwise bring to market any product, service, or offering that competes with or is substantially similar to any product, service, or offering of the Disclosing Party. This obligation survives the termination of this Agreement for a period of two (2) years.

6. No License or Transfer of Rights

Nothing in this Agreement grants the Receiving Party any license, right, title, or interest in or to any Confidential Information, intellectual property, patents, copyrights, trademarks, trade secrets, or other proprietary rights of the Disclosing Party. All Confidential Information remains the sole property of the Disclosing Party.

7. Term

This Agreement shall remain in effect for a period of two (2) years from the Effective Date. The obligations of confidentiality and non-circumvention shall survive the expiration or termination of this Agreement for the full two-year term.

8. Remedies

The Parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, either 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.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without regard to its conflict of laws principles. Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the courts located in the State of Indiana.

10. Mutual Obligations

The obligations of confidentiality and non-circumvention set forth herein are mutual and apply equally to both Parties. Each Party may be both a Disclosing Party and a Receiving Party under this Agreement.

11. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written. This Agreement may not be amended except in writing signed by both Parties.