Mutual Non-Disclosure Agreement

Parties

Each party may be referred to individually as a “Party” and collectively as the “Parties.” Each Party may act as both a Disclosing Party and a Receiving Party under this Agreement.

Purpose: The Parties wish to explore a potential business relationship involving the Krauvix AI-powered procurement ERP platform (the “Purpose”). In connection with the Purpose, each Party may disclose confidential information to the other.

1. Definition of Confidential Information

“Confidential Information” means any non-public information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) that is designated as confidential at the time of disclosure, or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

Confidential Information includes, without limitation:

• Krauvix: Software architecture, AI model design, product roadmap, pricing structures, customer lists, technical documentation, security practices, and business strategies
• Customer: Supplier information, procurement strategies, contract terms, financial data, spend data, employee information, and business operations
• Any information marked “Confidential,” “Proprietary,” or with a similar legend
• Oral disclosures identified as confidential at the time of disclosure and confirmed in writing within ten (10) business days

2. Obligations of Receiving Party

Each Receiving Party agrees to:

• Hold the Disclosing Party's Confidential Information in strict confidence and protect it with at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care
• Use Confidential Information solely for evaluating and advancing the Purpose, and for no other purpose
• Limit disclosure of Confidential Information to its employees, officers, directors, contractors, and advisors who: (a) have a need to know for the Purpose; and (b) are bound by confidentiality obligations no less protective than those herein
• Not copy, reproduce, or summarize Confidential Information except as reasonably necessary for the Purpose
• Promptly notify the Disclosing Party upon discovering any unauthorized use or disclosure of Confidential Information
• Not use Confidential Information to develop or assist in the development of any product or service that competes with the Disclosing Party's offerings

3. Exclusions from Confidential Information

The obligations in Section 2 do not apply to information that the Receiving Party can demonstrate by written records:

• Was already known to the Receiving Party without restriction before receiving it from the Disclosing Party
• Is or becomes publicly available through no act or failure of the Receiving Party
• Is rightfully received from a third party without restriction on disclosure
• Is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information
• Is disclosed pursuant to a requirement of a court, government agency, or applicable law, provided the Receiving Party gives the Disclosing Party prompt prior written notice (where legally permissible) and reasonably cooperates with the Disclosing Party's efforts to seek a protective order

4. Term

This Agreement commences on the Effective Date and continues for two (2) years unless earlier terminated by either Party upon thirty (30) days' written notice.

Confidentiality obligations with respect to Confidential Information disclosed during the Agreement term shall survive termination of this Agreement for a period of three (3) additional years, or for such longer period as trade secrets are protected under applicable law.

5. Return and Destruction of Information

Upon the Disclosing Party's written request, or upon termination of this Agreement, the Receiving Party shall promptly:

• Return all tangible materials containing Confidential Information, or
• Certify in writing the destruction of all such materials, including electronic copies, to the extent technically feasible

The Receiving Party may retain one archival copy of Confidential Information solely to verify compliance with this Agreement, subject to ongoing confidentiality obligations. Automatically archived backup copies that are not reasonably accessible to users need not be actively deleted, but will remain subject to this Agreement.

6. Remedies

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, the Disclosing Party shall be entitled to seek immediate injunctive relief, specific performance, or other equitable remedies in addition to any other remedies available at law or equity, without the requirement of posting any bond or proving actual damages.

Nothing in this Agreement shall limit either Party's right to seek any other remedy available under applicable law.

7. Governing Law and Miscellaneous

7.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of Washington, without regard to conflict of laws principles.

7.2 Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and understandings. This Agreement may not be amended except by a written instrument signed by authorized representatives of both Parties.

7.3 No License

Nothing in this Agreement grants either Party any license, ownership interest, or other right in the other Party's intellectual property. No obligation to enter into any further agreement is created by this NDA.

7.4 Severability

If any provision of this Agreement is found unenforceable, the remaining provisions will continue in full force and effect.

7.5 Counterparts

This Agreement may be executed in counterparts, including by electronic signature, each of which shall constitute an original.

Signature Blocks

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

To receive a countersigned copy, email legal@krauvix.com