Non-Disclosure
Agreement

"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, 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:

• Business plans, strategies, forecasts, financial data, pricing structures, and revenue information
• Client lists, prospect data, vendor relationships, and supplier terms
• Proprietary software, source code, algorithms, technical documentation, and system architectures
• Operational processes, workflows, internal procedures, and training materials
• Marketing strategies, campaign data, and competitive intelligence
• Personnel information, compensation structures, and organizational details
• Any information relating to current or prospective client engagements shared in the course of the Purpose
• The existence, terms, and content of this Agreement itself

Each Party, in its capacity as a Receiving Party, agrees to:

• Hold in strict confidence all Confidential Information received from the Disclosing Party and protect it using no less than the same degree of care it uses to protect its own confidential information — in any event, no less than reasonable care
• Use the Confidential Information solely for the Purpose described in this Agreement and for no other purpose whatsoever
• Not copy, reproduce, or duplicate any Confidential Information except as strictly necessary for the Purpose
• Restrict access to Confidential Information to only those of its employees, contractors, or advisors who have a genuine need-to-know for the Purpose, and who are themselves bound by written confidentiality obligations no less protective than those in this Agreement
• Notify the Disclosing Party promptly — and in any event within 48 hours — upon discovery of any unauthorized access, use, or disclosure of Confidential Information
• Not reverse engineer, decompile, or disassemble any software, technology, or proprietary systems forming part of the Confidential Information

A Receiving Party may disclose Confidential Information without the Disclosing Party's prior written consent only in the following circumstances:

• Legal compulsion: Where disclosure is required by applicable law, regulation, court order, or governmental authority — provided that the Receiving Party gives the Disclosing Party the maximum legally permissible advance written notice to allow the Disclosing Party to seek a protective order or other remedy, and discloses only the minimum amount required
• Professional advisors: To the Receiving Party's legal counsel, accountants, or financial advisors, solely in connection with the Purpose and subject to professional obligations of confidentiality equivalent to those in this Agreement

In all permitted disclosure cases, the Receiving Party shall use its best efforts to ensure the disclosed information is treated confidentially and shall remain liable to the Disclosing Party for any breach by the recipient of such disclosure.

The obligations under this Agreement do not apply to information that the Receiving Party can demonstrate, through contemporaneous written records:

• Was already known to the Receiving Party at the time of disclosure, free of any confidentiality obligation
• Is or becomes publicly available through no act or omission of the Receiving Party
• Is independently developed by the Receiving Party without reference to or use of the Confidential Information
• Is rightfully received from a third party who is not bound by any confidentiality obligation to the Disclosing Party with respect to such information

Upon the earlier of: (a) the termination or expiration of this Agreement, or (b) written request by the Disclosing Party at any time, the Receiving Party shall promptly — and in any event within ten (10) business days:

• Return all tangible materials containing Confidential Information to the Disclosing Party, or
• Securely destroy all such materials (including electronic copies, backups, and cached data) and certify such destruction in writing upon request

Notwithstanding the above, the Receiving Party may retain copies of Confidential Information to the extent required by applicable law, regulation, or internal compliance obligations — provided that such retained information remains subject to the confidentiality obligations of this Agreement.

Nothing in this Agreement shall be construed as:

• Granting any license, right, or interest — express or implied — in any Confidential Information, intellectual property, patent, trademark, copyright, or trade secret of either Party
• Creating a partnership, joint venture, agency, employment, or fiduciary relationship between the Parties
• Obligating either Party to proceed with any transaction, engagement, or business relationship — each Party reserves the right to discontinue discussions at any time without liability
• Constituting a representation or warranty as to the accuracy or completeness of any Confidential Information disclosed

All Confidential Information is provided "as-is." The Disclosing Party makes no representations or warranties regarding its accuracy, fitness for purpose, or completeness.

Each Party acknowledges that any actual or threatened breach of this Agreement may cause the Disclosing Party irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in the event of any such breach or threatened breach, the Disclosing Party shall be entitled to seek:

• Injunctive relief — temporary, preliminary, or permanent — without the requirement to post bond or other security
• Specific performance of the obligations under this Agreement
• Any other equitable or legal remedies available under applicable law

These remedies are in addition to, and not in lieu of, any other rights or remedies available to the Disclosing Party at law or in equity. The prevailing Party in any legal action to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to its conflict of law principles.

Any dispute arising out of or relating to this Agreement that cannot be resolved through good-faith negotiation within 30 days of written notice of the dispute shall be subject to the exclusive jurisdiction of the state and federal courts located in Pinellas County, Florida. Both Parties irrevocably consent to personal jurisdiction and venue in such courts.