Sign it here, keep the copy.

Definition of Confidential Information

"Confidential Information" shall mean any and all information, whether oral, written, or in electronic form, disclosed by the Discloser to the Recipient, including but not limited to:

• Business plans and strategies;
• Financial information;
• Product information and specifications;
• Customer lists and information;
• Marketing plans and strategies;
• Technology, software, and intellectual property;
• The Platform, including its architecture, source code, configuration, security controls, integrations, test and performance results, product roadmap, and pricing;
• Any credentials, access keys, license keys, or account information issued to enable evaluation or use of the Platform; and
• Any other information identified as confidential at the time of disclosure.

Non-Disclosure and Non-Use

The Recipient agrees that it shall not disclose, reveal, or make use of any Confidential Information of the Discloser for any purpose other than the Business Purpose, without the prior written consent of the Discloser.

Permitted Disclosures

The Recipient may disclose Confidential Information to its directors, officers, employees, and professional advisers, and (in connection with the Business Purpose) to its affiliates, contractors, and authorized users of the Platform (each a "Representative"), in each case only to those Representatives who need to know the Confidential Information for the Business Purpose and who are bound by written or professional obligations of confidentiality no less protective than those in this Agreement. The Recipient shall be responsible for any breach of this Agreement by its Representatives.

Compelled Disclosure

If the Recipient is required by law, regulation, or an order of a court or governmental authority to disclose any Confidential Information, the Recipient may make that disclosure provided that it gives the Discloser prompt written notice (to the extent legally permitted) so that the Discloser may seek a protective order or other remedy, and discloses only that portion of the Confidential Information it is legally required to disclose.

Protection of Confidential Information

The Recipient agrees to take all reasonable measures to protect the confidentiality and avoid unauthorized disclosure or use of the Confidential Information. These measures shall be no less protective than those taken to protect the Recipient's own confidential information.

Protection of Patentable Subject Matter

The Recipient acknowledges that OCS's Confidential Information includes inventions, methods, system architectures and other technical subject matter that is unpatented, the subject of unfiled or unpublished patent applications, or otherwise patentable, and that the novelty of that subject matter — and therefore OCS's ability to obtain and maintain patent protection for it — may be irrevocably destroyed by disclosure to any person who is not bound to keep it confidential. The Recipient further acknowledges that many jurisdictions apply an absolute novelty standard, under which a single unauthorised disclosure defeats patentability with no grace period and no ability to cure.

Accordingly, the Recipient shall not disclose, publish, present, demonstrate, file or otherwise make available any such subject matter to any person other than a Representative, unless before that disclosure (a) OCS has given its express prior written approval of that specific disclosure, and (b) the person receiving it has entered into a written non-disclosure agreement, with OCS or on terms approved by OCS in writing, that is no less protective of the subject matter than this Agreement. Approval of one disclosure is not approval of any other, and approval may be withheld at OCS's sole discretion.

The Recipient acknowledges that a breach of this clause would cause OCS harm that is not adequately compensable by monetary damages alone, and agrees that OCS is entitled to seek specific performance and injunctive relief to restrain or prevent a breach or threatened breach, without the necessity of proving actual damages and without the posting of any bond or other security.

The Recipient shall indemnify OCS against all losses, liabilities, damages, costs and expenses (including reasonable legal fees and the costs of preparing, filing, prosecuting or re-filing patent applications in any jurisdiction) that OCS incurs as a result of a breach of this clause by the Recipient or any of its Representatives, including the loss of, or the loss of the ability to obtain, patent or other intellectual property protection for the subject matter disclosed, and any resulting diminution in the value of that subject matter. The Parties acknowledge that such losses may be substantial and that their amount cannot reasonably be ascertained at the date of this Agreement.

This clause applies to the Recipient in respect of OCS's Confidential Information only, and does not limit either Party's obligations elsewhere in this Agreement. The rights and remedies in this clause are cumulative and in addition to, and not in substitution for, any other right or remedy available to OCS at law or in equity.

Exceptions

The obligations set forth in this Agreement shall not apply to any information that:

• Is or becomes publicly available through no fault of the Recipient;
• Was rightfully known to the Recipient prior to its disclosure by the Discloser;
• Is independently developed by the Recipient without reference to the Discloser's Confidential Information; or
• Is rightfully obtained by the Recipient from a third party without breach of any confidentiality obligation.

Term and Termination

This Agreement shall commence on the Effective Date and shall remain in effect for a period of 2 (two) years from the Effective Date. Either Party may terminate this Agreement at any time by 30 (thirty) days' prior written notice to the other Party, or the Parties may terminate it earlier by mutual agreement. Notwithstanding expiry or termination, the Recipient's obligations of confidentiality and non-use in respect of Confidential Information disclosed before expiry or termination shall survive for a period of 3 (three) years from the date of disclosure, and shall continue for so long as the relevant information remains a trade secret under applicable law.

Return of Confidential Information

Upon written request by the Discloser or upon termination of this Agreement, the Recipient shall promptly return or destroy all Confidential Information and any copies thereof, and provide written certification of such return or destruction. The Recipient may retain one archival copy solely to the extent required by law or its document-retention policies, subject to the continuing obligations of this Agreement.

No License or Representation

All Confidential Information remains the property of the Discloser. Nothing in this Agreement grants the Recipient any license, right, title, or interest in or to any Confidential Information or any patent, copyright, trademark, trade secret, or other intellectual property of the Discloser, whether by license, implication, estoppel, or otherwise. The Discloser makes no representation or warranty as to the accuracy or completeness of any Confidential Information, and the Recipient relies on it at its own risk.

No Obligation to Proceed

Nothing in this Agreement obliges either Party to proceed with, or to continue discussions concerning, any evaluation, subscription, or other transaction contemplated by the Business Purpose. No such transaction shall be binding on either Party unless and until set out in a separate written order form, subscription agreement, or other definitive agreement executed by both Parties.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles. Any dispute, claim or controversy arising under or in connection with this Agreement shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in New York, New York, and the arbitrator's award may be entered and enforced in any court of competent jurisdiction. Notwithstanding the foregoing, either Party may seek interim or injunctive relief in the state or federal courts located in New York, New York to prevent or restrain a breach of this Agreement, and each Party irrevocably submits to the jurisdiction of such courts for that purpose.

Entire Agreement

This Agreement constitutes the entire understanding and agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, and communications, whether written or oral, between the Parties relating to such subject matter. This Agreement may be amended or waived only by a written instrument signed by both Parties.

Notices

All notices under this Agreement shall be in writing and delivered by hand, courier, or email to the address of the relevant Party set out above, or to such other address as that Party may notify in writing. Notice sent by email is effective on receipt.

Assignment

Neither Party may assign or transfer this Agreement, or any of its rights or obligations under it, without the prior written consent of the other Party, except that OCS may assign this Agreement, together with the benefit of the confidentiality obligations owed to it, to any successor in interest to the OmniAxis intellectual property.

Severability

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

Counterparts and Electronic Signature

This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one and the same agreement. Signatures delivered by electronic means, including scanned PDF or a recognized electronic signature platform, shall have the same effect as original signatures.