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13454 Sunrise Valley Drive, Suite 300, Herndon, VA 20171 | mbopartners.com 1

Parties: The parties to this Mutual Non-Disclosure Agreement (this “Agreement”) are:

MBO Partners, Inc.

Company name

13454 Sunrise Valley Drive

Address

Suite 300

Herndon, VA 20171

Effective date

Purpose of Disclosure: The Parties (capitalized terms are defined below) are engaged in communications

regarding possible future business dealings. One or both Parties may disclose certain Confidential Information

to the other Party to be used to facilitate such discussions and possible future negotiations and the

establishment of a relationship between the Parties, and to be used in the course of dealing of the Parties in the

event the Parties elect to enter into a contractual relationship for the following project:

(the “Purpose”)

This Agreement is entered into by and between MBO Partners, Inc. and Company (collectively, the “Parties”) as of

the Effective Date. All capitalized terms are defined herein.

NOW THEREFORE, for good and valuable consideration, including the following covenants and conditions, the

receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Confidential Information Defined; Identification: “Confidential Information” shall mean (a) all information and

data related to the Purpose, in tangible or intangible form (including but not limited to proprietary,

developmental, technical, marketing, sales, operating, performance, cost, know-how, business and process

information; computer programming techniques; and all record bearing media containing or disclosing such

information and techniques ), that the disclosing Party (the ”Disclosing Party”) furnishes or makes available

to the receiving Party (the “Receiving Party”), directly or indirectly, that (i) has been marked “confidential” or

“proprietary”, or (ii) is designated as “confidential” or “proprietary” when disclosed in oral or visual form.

Except as expressly permitted in writing by the Disclosing Party, all Confidential Information exchanged

between the parties pursuant to this Agreement:

a. shall, if in written physical form, be marked “Confidential” or similarly legended by the Disclosing Party

before being turned over to the Receiving Party, or shall, if in verbally or intangible form, be verbally

identified as Confidential Information at the time of disclosure and subsequently be reduced to writing

and sent to the other with a legend of “Confidential” within ten (10) days of such verbal disclosure;

b. shall not be used to directly or indirectly solicit for employment any employees or consultants of the

disclosing party; and

c. shall not be used by the Receiving Party for its own purposes or any other purpose except the Purpose

set forth above.

13454 Sunrise Valley Drive, Suite 300, Herndon, VA 20171 | mbopartners.com 2

2. Exclusions from Confidential Information: Confidential Information does not include any information that,

through no fault or failure to act on the part of the Receiving Party, is or becomes:

a. known by the Receiving Party (without breach of any confidentiality obligation by any third party) prior to

disclosure by the Disclosing Party;

b. independently developed by the Receiving Party without use of, or reference to, any Confidential

Information;

c. later received by the Receiving Party (without breach of any confidentiality obligation by any third party)

from a third party that is not under a confidentiality obligation to the Disclosing Party;

d. publicly available to third parties. Confidential Information shall not be deemed to be publicly available

merely because any part of said information is embodied in general disclosures or because individual

features, components or combinations thereof are now, or become, known to the public.

3. Non-Disclosure; Non-use:

a. The Receiving Party shall not, without the Disclosing Party’s written consent, (i) disclose such Confidential

Information to third parties; (ii) use, or permit, Confidential Information to be used, for any purpose

other than the Purpose; or (iii) disassemble, reverse engineer, decompile, or otherwise analyze the

composition of the Confidential Information. The obligations set forth above in this Section 3 shall

survive termination of this Agreement and continue thereafter as follows:

• For Confidential Information consisting of Parties’ software applications and a Party’s trade secrets:

Until such time as an exclusionary event occurs (as set forth in Section 2 hereinabove) regarding the

particular information:

• For all other Confidential Information: Five (5) years following termination.

b. The Receiving Party may disclose Confidential Information to its directors, officers, employees,

contractors, accountants, and attorneys (collectively “Representatives”), or to the Representatives of any

of the Receiving Party’s Affiliates (defined below), but only if each Representative has a legitimate need to

know the Confidential Information and is bound by a confidentiality obligation at least as restrictive as

this Agreement. “Affiliate”, as used herein, shall mean any entity directly or indirectly controlling or

controlled by, or under common control with, a Receiving Party hereto. For purposes of this definition,

“control” (including the terms “controlled by” and “under common control with”) means that the

controlling entity owns, directly or indirectly, stock or other interest in the controlled entity representing

more than fifty percent (50%) of the aggregate stock, or otherwise exercises control over the other

entity.

c. Each Party shall protect Confidential Information using a reasonable standard of care, which shall be no

less than the care it uses to protect its own confidential information.

d. The Receiving party shall be responsible for the compliance with the terms and conditions of this

Agreement by each of its Representatives and Affiliates.

4. Mandatory Disclosure: If any judicial, legislative or administrative body requests or threatens to compel

disclosure of Confidential Information, the Receiving Party shall promptly notify the Disclosing Party. The

Receiving Party and its Representatives will help the Disclosing Party obtain a protective order and take such

other reasonable steps requested by the Disclosing Party to prevent or minimize the disclosure of any

Confidential Information and may then disclose Confidential Information only if, and to the extent, required

by law.

13454 Sunrise Valley Drive, Suite 300, Herndon, VA 20171 | mbopartners.com 3

5. Return or Destruction of Confidential Information: If the Disclosing Party requests, the Receiving Party shall,

within thirty (30) days, return (with all copies thereof), or certify in writing the destruction of, all Confidential

Information, except to the extent the Receiving Party is required by law to retain any Confidential

Information.

6. Ownership of Intellectual Property: All right, title and interest in and to Confidential Information shall remain

in the Disclosing Party.

7. Warranty: Each Disclosing Party warrants that it has the right to disclose Confidential Information to the

Receiving Party. All Confidential Information is provided on and “as is” basis. EXCEPT AS PROVIDED IN THIS

SECTION 7, THE DISCLOSING PARTY MAKES NO WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS

OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILIY

OR FITNESS FOR A PARTICULAR PURPOSE OR USE. The Disclosing Party will not be liable for damages arising

out of the Receiving Party’s use of Confidential Information.

8. Term; Survival: This Agreement shall expire three (3) years from the Effective Date (the “Term”); however,

either Party may earlier terminate this Agreement upon thirty (30) days written notice to the other.

Provisions of this Agreement that are expressed or by their sense and context are obviously intended to

survive expiration or termination of the Agreement (including but not limited to obligations set forth is

Sections 3, 4, 5, 7, 10, and 11) shall so survive expiration or termination.

9. No Obligation: This Agreement does not obligate either Party to purchase products or services form the

other Party, nor does it obligate a Party to disclose Confidential Information. Either Party shall have the right

to refuse to accept any information under this Agreement.

10. Export Control: Regarding the export of Confidential Information disclosed hereunder, the Parties shall

comply with all U.S. export regulations and provisions, including, without limitation, those promulgated by

the U.S. Department of Commerce.

11. Miscellaneous:

a. Notices: Notices hereunder shall be valid and effective if in writing and if personally delivered, or

delivered postage prepaid by first class mail, or delivered by facsimile, to the other party to this

Agreement at the address set forth on the first page hereof, or to such other address as either party

may substitute by written notice to the other. Any notice shall be deemed received three (3) business

days after posting in the U.S. mail or upon transmission by facsimile.

b. Assignment: Neither Party may assign its rights and obligations under this Agreement without the prior

written consent of the other Party.

c. Independent Contractors: This Agreement does not authorize either Party to act for, or on the behalf or,

the other Party. Without limiting the generality of the foregoing, each Party is an independent contractor,

and no principal/agent or partnership relationship is created between them by this Agreement.

d. Governing Law: The validity, performance and construction of this Agreement shall be governed by the

laws of the State of Virginia, U.S.A (excluding its conflict of laws provisions).

e. Equitable Relief: The Parties acknowledge and agree that money damages would not be a sufficient

remedy for any breach of this Agreement by either Party or its Representatives and that the non-

breaching Party shall be entitled without bond, to seek equitable relief, including injunction and specific

performance, as a remedy for such breach. Such remedies shall not be deemed to be the exclusive

remedies for a breach of this Agreement, but shall be in addition to all other remedies available at law or

equity.

13454 Sunrise Valley Drive, Suite 300, Herndon, VA 20171 | mbopartners.com 4

f. Costs: In any legal action related to this Agreement, the presiding court may, at its discretion, award the

prevailing Party, in addition to its other rights and remedies, reimbursement for court costs, reasonable

attorney’s fees and other related expenses.

g. Headings; Severability; Non-Waiver: The Agreement headings are for convenience only and do not have

legal significance. If any Agreement provision is deemed void, invalid or unenforceable by any court of

competent jurisdiction, such provision shall be stricken from this Agreement without effect on the

remaining provisions of the Agreement as a whole. A Party’s failure or delay in enforcing any provision or

right under this Agreement shall not constitute a waiver of such provision or right, not shall it be

deemed to be a waiver of any other term or condition of this Agreement.

h. Entire Agreement; Amendment: This Agreement constitutes the entire agreement between the Parties

and supersedes and replaces all prior or contemporaneous agreements, written or oral, regarding its

subject matter. Any amendment or modification to this Agreement must be in writing and signed by

both Parties.

i. Competitive Products/Services: This Agreement does not prohibit or restrict either Party’s right to

develop, make, use, or sell products or services similar to, or competitive with, those of the other Party,

provided that no Confidential Information is used or disclosed in breach of this Agreement. Each Party

acknowledges that the other may already have similar or competitive products or services.

j. Securities, Trading Acknowledgement: Parties further acknowledge that each is aware and that its

Representatives have been advised that the United States securities laws prohibit any person having

non-public material information about a company from purchasing or selling securities of that company.

k. Execution: This Agreement shall be effective as of the date of the last signature as written below, and

may be executed in counterparts, each of which shall be an original, but all of which shall constitute the

same Agreement. A signature transmitted by facsimile or other electronic signature shall be afforded the

same weight as an original ink signature.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized

representatives on the dates specified below.

Company

MBO Partners, Inc.

Company

Signature

Name

Title

Date

Updated: September 4, 2019

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