PlutoVault — CID DCIM

REDLINE ANALYTICS LLC NONDISCLOSURE AGREEMENT This Nondisclosure Agreement ("Agreement") is made between Redline Analytics LLC, a limited liability company operating the PlutoVault platform and the CID DCIM service (the "Company"), and the person or entity on whose behalf this Agreement is executed ("Counterparty" or "you"). Company has disclosed and/or will disclose its Confidential Information, defined below, to you in connection with a possible business opportunity (the "Relationship"). If the person accepting this Agreement is doing so on behalf of a legal entity, they represent that they are authorized to bind the Counterparty and are authorized to act on its behalf. The parties agree as follows: 1. Effective Date. This Agreement's Effective Date is the date when you first electronically consent to a version of this Agreement. 2. Definition of Confidential Information. "Confidential Information" means information that is (a) not generally known or readily available outside the Company and/or (b) entrusted to the Company in confidence by third parties. Confidential Information includes information that would, under the circumstances, appear to a reasonable person to be confidential or proprietary, whether or not it is designated as such, and whether it is communicated in writing or orally. Confidential Information may include, but is not limited to, compliance and regulatory information or documents, product plans, specifications, designs, photographs, costs, prices, project names, business plans, marketing plans, forecasts, orders, materials, components, prototypes, or pre-release products. 3. Nondisclosure and Limited Use of Confidential Information. You shall not use any Confidential Information for any purpose other than to evaluate or discuss the Relationship. You shall not disclose or permit disclosure of any Confidential Information to third parties or to your employees, other than directors, officers, employees, consultants, or agents who are required to have the information to evaluate the Relationship. You shall take all reasonable measures to protect the Confidential Information and to prevent its unauthorized use or disclosure. You shall promptly notify the Company of any misuse, misappropriation, or unauthorized disclosure of the Confidential Information. You agree not to communicate or otherwise expose the Company to any other party's confidential information, including your own. 4. Exceptions. Confidential Information does not include information which, as evidenced by contemporaneous written records: (a) was known by you without restriction before its receipt; (b) is publicly available through no fault of your own; (c) is rightfully received by you from a third party without a duty of confidentiality; or (d) is independently developed by you. You may disclose Confidential Information to the extent it is required by law, provided that you give at least five days' prior notice to the Company and seek protective treatment of the Confidential Information. 5. Return or Destruction of Records. Unless expressly authorized by the Company, you shall not make any copies, duplicates, or derivatives of any Confidential Information. Within five days after (a) the Relationship has been rejected or concluded or (b) the written request of the Company, you shall promptly return or destroy the Confidential Information, as directed by the Company. 6. No Rights Granted. Except as expressly set forth in this Agreement, nothing in this Agreement is intended to grant a license to or waive any rights in the Company's patents, copyrights, trademarks, designs, or trade secrets. 7. Warranties. All Confidential Information is provided AS IS and without any warranty, express, implied, or otherwise, regarding its accuracy or performance. 8. No Reverse Engineering. You shall not modify, reverse engineer, decompile, create other works from or disassemble any software programs or other expressions of logic contained in the Confidential Information unless permitted in writing by the Company. 9. Restrictions on Export. You shall, and shall cause your principals, agents, and affiliates to, comply with all applicable laws concerning export controls. 10. Term and Protection Period. This Agreement shall remain in effect until it is terminated by either party in writing; provided, however, that the restrictions and obligations set forth in Sections 2 through 9 hereof shall remain in full force and effect and survive any termination of this Agreement. 11. Independent Contractors. The parties are independent contractors. This Agreement does not create any agency or partnership relationship between the parties. 12. Remedies. You acknowledge that damages for improper disclosure of information that is subject of this Agreement may be irreparable, so the Company is entitled to seek equitable relief, including injunctions, in addition to all other remedies available to it. 13. Miscellaneous: (a) Governing Law. This Agreement shall be governed by the laws of the state of Arizona, without giving effect to principles of conflicts of law. The exclusive venue for any dispute about this Agreement shall be in the state or federal courts located in Tempe, Arizona. Each party irrevocably submits to the jurisdiction of each such court in any dispute about this Agreement, and each party waives any objections it may have to venue or inconvenience of forum. (b) Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to—and supersedes all prior or contemporaneous oral or written agreements or contractual provisions concerning—any Confidential Information disclosed between the parties in connection with the same or similar purpose. (c) Amendments and Waivers. Any amendments and waivers must be in writing and signed by both parties. No delay or failure to require performance of any provision of this Agreement shall be a waiver of that provision. (d) Successors and Assigns. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties, binds and inures to the benefit of their respective successors, assigns, heirs, executors, administrators, and legal representatives. The Company may assign any of its rights and obligations under this Agreement. You may not assign—whether voluntarily or by operation of law—any of your rights or obligations under this Agreement, except with the prior written consent of the Company. (e) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. If the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms. (f) Construction. This Agreement shall be deemed to be the product of all of the parties. No ambiguity shall be construed for or against either party. (g) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement. Execution of a facsimile or scanned copy will have the same force and effect as execution of an original, and a facsimile or scanned signature will be deemed an original and valid signature. The parties have executed this Nondisclosure Agreement as of the Effective Date.