Non-Disclosure Agreement

Recitals

The Parties wish to explore a potential business relationship or engagement ("Purpose") and in connection with that Purpose, each Party may disclose to the other certain confidential and proprietary information. The Parties desire to protect such information from unauthorized use or disclosure and therefore enter into this Agreement on the terms set forth below.

1. Definitions

1.1 Confidential Information

"Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether disclosed orally, in writing, visually, electronically, or by any other means, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes but is not limited to: business plans and strategies, financial information, client and customer data, technical specifications, system architectures, software and source code, network configurations, security postures, personnel information, pricing, proposals, and proprietary processes.

1.2 Exclusions

Confidential Information does not include information that:

1.3 Representative

"Representative" means a Party's employees, contractors, consultants, legal counsel, and advisors who have a need to know the Confidential Information for the Purpose and who are bound by confidentiality obligations no less protective than those set forth in this Agreement.

2. Confidentiality Obligations

2.1 Duty of Confidentiality

Each Receiving Party agrees to: (a) hold the Disclosing Party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party; and (c) use Confidential Information solely for the Purpose and for no other purpose whatsoever.

2.2 Permitted Disclosure to Representatives

Each Receiving Party may disclose Confidential Information to its Representatives who have a need to know such information for the Purpose, provided that: (a) each such Representative is informed of the confidential nature of the information; (b) each such Representative is bound by obligations at least as protective as those set forth herein; and (c) the Receiving Party remains responsible for any breach of this Agreement by its Representatives.

2.3 No License

Nothing in this Agreement grants either Party any right, title, license, or interest in or to the other Party's Confidential Information, intellectual property, or technology, whether by implication, estoppel, or otherwise. All Confidential Information remains the exclusive property of the Disclosing Party.

2.4 No Obligation to Disclose

Neither Party is obligated to disclose any particular information to the other Party. Disclosure of Confidential Information does not obligate either Party to enter into any further agreement, partnership, or business relationship. Either Party may discontinue the exchange of Confidential Information at any time without liability.

2.5 Security Measures

Each Receiving Party shall implement and maintain reasonable technical, administrative, and physical safeguards to protect Confidential Information from unauthorized access, disclosure, alteration, or destruction. In the event of any unauthorized disclosure of or access to Confidential Information, the Receiving Party shall notify the Disclosing Party promptly and in no event later than five (5) business days of becoming aware of such event, and shall cooperate with the Disclosing Party to mitigate the effects thereof.

3. Term

3.1 Agreement Term

This Agreement is effective as of the Effective Date and continues for a period of three (3) years unless earlier terminated by either Party upon thirty (30) days written notice to the other Party, or unless superseded by a definitive written agreement between the Parties that contains confidentiality provisions of equivalent or greater protection.

3.2 Survival of Obligations

Notwithstanding expiration or termination of this Agreement, confidentiality obligations with respect to Confidential Information disclosed during the term shall survive for a period of three (3) years following termination or expiration, except that obligations with respect to information constituting a trade secret under applicable law shall survive indefinitely for so long as such information retains trade secret status.

4. Return and Destruction

Upon termination of this Agreement or upon written request by the Disclosing Party at any time, the Receiving Party shall promptly, and in no event later than ten (10) business days following such termination or request:

Notwithstanding the foregoing, each Party may retain archival copies of Confidential Information to the extent required by applicable law or regulation, provided such retained copies remain subject to the confidentiality obligations of this Agreement.

5. Injunctive Relief

Each Party acknowledges that a breach of this Agreement may cause irreparable harm to the Disclosing Party 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 specific performance and injunctive or other equitable relief as a remedy for any such breach or threatened breach, without the necessity of proving actual damages or posting a bond or other security.

6. Non-Solicitation

During the term of this Agreement and for a period of one (1) year following its expiration or termination, neither Party shall directly solicit for employment or independent contractor engagement any employee or contractor of the other Party who was involved in the Purpose or with whom the soliciting Party had material contact in connection with this Agreement, without the prior written consent of the other Party. This provision does not prohibit general public solicitations or hiring in response to such solicitations.

7. Miscellaneous

7.1 Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in Branch County, Michigan for the resolution of any dispute arising under this Agreement.

7.2 Dispute Resolution

Before initiating formal legal proceedings, the Parties agree to attempt resolution of any dispute through good faith negotiation for a period of not less than fifteen (15) days following written notice of a dispute. This requirement does not apply where a Party seeks emergency injunctive relief to prevent irreparable harm.

7.3 Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, representations, and agreements relating to confidentiality between the Parties. In the event of a conflict between this Agreement and any subsequent service agreement with respect to confidentiality, the terms more protective of Confidential Information shall control.

7.4 Amendment

No amendment to this Agreement shall be valid unless made in writing and signed by authorized representatives of both Parties.

7.5 Waiver

No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right. A waiver of any particular breach does not constitute a waiver of any subsequent breach of the same or any other provision.

7.6 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it enforceable. The remaining provisions shall continue in full force and effect.

7.7 Counterparts and Electronic Signatures

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 to the same extent as original signatures in accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Michigan Uniform Electronic Transactions Act (UETA).

7.8 No Agency or Partnership

Nothing in this Agreement creates any agency, partnership, joint venture, or employment relationship between the Parties. Neither Party has authority to bind the other Party or to incur obligations on behalf of the other Party.

Signatures

The Parties have executed this Mutual Non-Disclosure Agreement as of the Effective Date first written above. Each signatory represents and warrants that they have the authority to bind the entity on whose behalf they are signing.