Mutual Non-Disclosure Agreement

01Definitions

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with the DataDate Intelligence service, whether disclosed orally, in writing, electronically, or by any other means, and whether or not marked as confidential. This includes but is not limited to:

• Subscriber's Confidential Information: client names, client portfolio composition, lease balances, lessor relationships, refinance strategies, business methods, and any personally identifiable information of the Subscriber's clients
• DataDate Intelligence's Confidential Information: platform architecture, AI extraction methodology, prompt design, workflow logic, alert calculation formulas, database schema, pricing strategy, subscriber lists, business plans, and any technical documentation shared during onboarding or support

02Confidentiality Obligations

Each Receiving Party agrees to:

• Hold the Disclosing Party's Confidential Information in strict confidence
• 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 receiving or delivering the DataDate Intelligence service
• Limit internal access to Confidential Information to individuals who have a legitimate need to know and are themselves bound by confidentiality obligations no less restrictive than those in this NDA
• Take reasonable measures to protect the confidentiality of all Confidential Information — at minimum the same measures used to protect its own confidential information, but no less than reasonable care

03Exclusions from Confidential Information

The confidentiality obligations of this NDA do not apply to information that:

• Is or becomes publicly available through no fault of the Receiving Party
• Was already known to the Receiving Party at the time of disclosure, as evidenced by written records predating the disclosure
• Is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information
• Is received from a third party who is not under any confidentiality obligation with respect to that information
• Is required to be disclosed by applicable law, regulation, or court order — provided that the Receiving Party gives the Disclosing Party prompt written notice and cooperates in seeking a protective order where practicable

04DataDate Intelligence Commitments

DataDate Intelligence specifically agrees to the following with respect to Subscriber and client information:

• Not directly solicit, contact, or market to any client identified in broker-forwarded invoice data for any commercial purpose — ever, including after termination of the Subscriber's account
• Not share Subscriber client information with any competitor of the Subscriber or use it to benefit any other broker
• Not disclose the identity, portfolio composition, or business details of any Subscriber to any other Subscriber or third party
• Process client invoice data solely for the purpose of delivering the contracted service to the Subscriber who forwarded that data
• Maintain the confidentiality of all support communications, including any business strategy, client challenges, or operational details shared during onboarding or support interactions

05Broker Commitments

The Subscriber specifically agrees to the following with respect to DataDate Intelligence's proprietary information:

• Not disclose, reproduce, describe, or share DataDate Intelligence's extraction methodology, AI prompt architecture, workflow design, alert logic, or database structure with any third party
• Not use knowledge of DataDate Intelligence's proprietary methodology to build, assist in building, or advise on the building of a competing service
• Not share DataDate Intelligence's internal documentation, support communications, or system architecture details with any person not employed by or under contract with DataDate Intelligence
• Promptly notify DataDate Intelligence if the Subscriber becomes aware of any unauthorized disclosure of DataDate Intelligence's Confidential Information

06Term & Duration

The confidentiality obligations of this NDA take effect upon the Subscriber's acceptance of the Master SaaS Subscription Agreement and remain in effect for the duration of the active subscription plus 24 months following termination of the subscription for any reason.

DataDate Intelligence's commitment not to solicit or contact Subscriber clients survives termination indefinitely and is not subject to the 24-month limitation.

07Remedies for Breach

Both parties acknowledge that a breach of this NDA may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, either party may seek injunctive or other equitable relief in a court of competent jurisdiction without the obligation to post bond, in addition to any other remedies available at law or in equity.

Nothing in this section limits either party's right to seek damages for any breach of this NDA.

08Return or Destruction of Information

Upon termination of the subscription or upon written request by the Disclosing Party, the Receiving Party agrees to promptly return or destroy all tangible materials containing the Disclosing Party's Confidential Information, and to certify in writing that such return or destruction has been completed. DataDate Intelligence's standard data purge process (within 30 days of termination) satisfies this obligation with respect to Subscriber Data.

09Governing Law

This NDA is governed by the laws of the State of Illinois. Any disputes arising under this NDA shall be resolved in accordance with the dispute resolution provisions of the Master SaaS Subscription Agreement, including binding arbitration in Springfield, Illinois.