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PARCOTECH CONSULTING

Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (this “Agreement”) is entered into by and between ParcoTech Consulting and the other party named below. Each party may disclose confidential information to the other, so the protections in this Agreement apply both ways.

How to use this document: Complete the party information below, read the terms, and sign at the end. It may be signed on paper, or electronically through the signing link provided on parcotech.com. Electronic and counterpart signatures are binding under Section 10.

Parties and effective date

Effective Date: The date the last party signs this Agreement, unless an earlier date is written here:

In this Agreement, each party is a “Disclosing Party” when it discloses information and a “Receiving Party” when it receives information. “Party” and “Parties” refer to the parties named above.

1. Purpose

The Parties wish to explore, evaluate, or carry out a potential or actual business relationship involving product design, mechanical design, prototyping, design for manufacturability (DFM), drawings, or manufacturing preparation (the “Purpose”). Confidential Information may be shared only for the Purpose.

2. Definition of Confidential Information

“Confidential Information” means non-public information disclosed by a Disclosing Party to a Receiving Party, in any form — written, oral, visual, or electronic — that is marked confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential. It includes, without limitation:

Design and technical information — product concepts, inventions, designs, CAD files, drawings, specifications, and prototypes;

Business information — business plans, pricing, costs, supplier and manufacturer information, customer information, and project details;

Other information — software, processes, know-how, trade secrets, and any notes, summaries, or copies that reference or are derived from the above.

A disclosure does not need to be marked “confidential” to be protected under this Agreement.

3. What is not Confidential Information

Confidential Information does not include information that the Receiving Party can document:

is or becomes publicly available without breach of this Agreement or any other duty;

was already known to the Receiving Party, without a duty of confidentiality, before disclosure;

is received from a third party who was entitled to disclose it without restriction; or

is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

4. Confidentiality obligations

Each Receiving Party agrees to:

hold the Disclosing Party’s Confidential Information in confidence and not disclose it except as permitted in Section 5;

use the Confidential Information only for the Purpose;

protect it with at least the same care it uses for its own confidential information, and no less than reasonable care; and

limit access to its representatives who need to know it for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement.

The Receiving Party is responsible for any breach of this Agreement by its representatives.

5. Permitted disclosures

Representatives — to its employees, contractors, advisors, and prospective manufacturers or partners who need to know it for the Purpose, as described in Section 4; and

Legal requirement — if required by law, regulation, or court or governmental order. Where legally permitted, the Receiving Party will give the Disclosing Party prompt notice so it may seek protection, and will disclose only the portion legally required.

No other disclosure is permitted without the Disclosing Party’s prior written consent.

6. Term

This Agreement applies to Confidential Information disclosed from the Effective Date until two (2) years after the Effective Date (the “Disclosure Period”). The confidentiality and use obligations in this Agreement survive for three (3) years from the date each item of Confidential Information was disclosed. Information that qualifies as a trade secret under applicable law remains protected for as long as it remains a trade secret.

7. Return or destruction of materials

On the Disclosing Party’s written request, or when the Purpose ends, the Receiving Party will promptly return or, at the Disclosing Party’s choice, destroy or delete the Disclosing Party’s Confidential Information in its possession, including copies. The Receiving Party may retain one archival copy if required by law or its standard backup practices, and that copy remains subject to this Agreement.

8. Ownership — no license and no obligation to proceed

Confidential Information remains the property of the Disclosing Party. Nothing in this Agreement grants any right, title, interest, or license in or to the other Party’s Confidential Information, intellectual property, products, or designs, except the limited right to use it for the Purpose as stated here.

Nothing in this Agreement obligates either Party to proceed with any project, transaction, or business relationship, or to disclose any particular information.

9. Remedies

Each Party acknowledges that a breach or threatened breach of this Agreement may cause irreparable harm for which money damages may be inadequate. In addition to any other remedies available, the Disclosing Party is entitled to seek injunctive or other equitable relief to prevent or stop a breach, without the need to prove actual damage.

10. General terms

Governing law and venue — This Agreement is governed by the laws of the State of Utah, without regard to its conflict-of-laws rules. Any dispute arising under this Agreement will be brought in the state or federal courts located in Utah, and the Parties consent to personal jurisdiction there.

Entire agreement; amendments — This document is the entire agreement between the Parties about Confidential Information shared for the Purpose and replaces any prior oral or written understanding on that subject. Any change must be in writing and signed by both Parties.

Severability — If any provision is held unenforceable, it will be modified only as needed to make it enforceable, or severed, and the remaining provisions continue in full effect.

No waiver — A failure to enforce a provision is not a waiver of that provision or of the right to enforce it later.

Assignment — Neither Party may assign this Agreement without the other Party’s prior written consent, except to a successor in connection with a sale of all or substantially all of its business or assets, provided the successor agrees in writing to be bound.

Notices — Notices under this Agreement must be in writing and are effective when sent by email (with confirmation of receipt by non-automated means) or delivered by courier or mail to the addresses listed above.

Counterparts and electronic signatures — This Agreement may be signed in counterparts, each of which is an original and all of which together form one agreement. Signatures delivered electronically — including through an e-signature service, or as a signed PDF copy — are binding and have the same effect as handwritten signatures.

Signatures

By signing below, each Party agrees to the terms of this Agreement as of the Effective Date.

— End of Agreement —

Parties

Effective Date:

Signatures

After signing, keep a signed copy for your records. Questions: ryan@parcotech.com. If you prefer to use your own NDA instead, you may submit it for review — ParcoTech will review and respond before any confidential information is shared.