Mutual Non-Disclosure Agreement

Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), either directly or indirectly, in writing, orally, or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to:

• Vulnerability reports, findings, and security assessment results;
• Network diagrams, IP ranges, system architecture, credentials, and infrastructure details;
• Business strategies, financial data, customer lists, and trade secrets;
• Proprietary tools, methodologies, source code, and technical know-how;
• The existence, scope, and results of any penetration test or security engagement;
• Any information marked "Confidential," "Proprietary," or with a similar designation.

Obligations of the Receiving Party

Each Receiving Party agrees to:

• Hold all Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care;
• Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party;
• Use Confidential Information solely for the purpose of evaluating or performing the security engagement contemplated by the parties ("Permitted Purpose");
• Limit disclosure of Confidential Information to employees, officers, and contractors who have a need to know for the Permitted Purpose and who are bound by written confidentiality obligations no less restrictive than those set forth herein;
• Promptly notify the Disclosing Party in writing upon becoming aware of any unauthorized access, disclosure, or use of Confidential Information.

Exclusions from Confidentiality

The obligations set forth in Section 2 shall not apply to information that the Receiving Party can demonstrate:

• Is or becomes publicly available through no fault of the Receiving Party;
• Was rightfully known to the Receiving Party without restriction prior to disclosure;
• Is rightfully received from a third party without restriction on disclosure;
• Is independently developed by the Receiving Party without use of the Confidential Information; or
• Is required to be disclosed by law, regulation, court order, or governmental authority, provided the Receiving Party gives prompt written notice to the Disclosing Party and cooperates with any effort to seek confidential treatment.

Return or Destruction of Confidential Information

Upon request by the Disclosing Party, or upon termination or expiration of this Agreement, the Receiving Party shall promptly, at the Disclosing Party's election:

• Return all tangible materials containing Confidential Information; or
• Destroy all Confidential Information and certify in writing to the Disclosing Party that such destruction has been completed within fourteen (14) days.

Notwithstanding the foregoing, the Receiving Party may retain archival copies in secure backup systems subject to the ongoing obligations of this Agreement.

No License or Transfer of Rights

Nothing in this Agreement grants the Receiving Party any license, right, title, or interest in or to the Confidential Information or any intellectual property rights of the Disclosing Party, other than the limited right to use the Confidential Information for the Permitted Purpose.

Term

This Agreement shall commence on the Effective Date and remain in effect for a period of three (3) years, unless earlier terminated by either party upon thirty (30) days' written notice. The confidentiality obligations with respect to Confidential Information disclosed prior to termination shall survive expiration or termination of this Agreement for a period of five (5) years from the date of initial disclosure.

Remedies

Each party acknowledges that a breach of this Agreement would cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive or other equitable relief to prevent or curtail any such breach, without the requirement to post any bond or other security.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions. Any dispute arising under this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with proceedings conducted in English. Judgment on any arbitration award may be entered in any court of competent jurisdiction.

General Provisions

• Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, representations, and understandings.
• Amendment. This Agreement may not be amended except in a writing signed by authorized representatives of both parties.
• Waiver. Failure to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that provision.
• Severability. If any provision is found unenforceable, the remaining provisions shall continue in full force and effect.
• Counterparts. This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original.