Mutual Non-Disclosure Agreement

1. Purpose.

The Parties may share information in connection with MyISPScore™, assessments, HiBOS Studies, consultations, reports, recommendations, current or potential services, partnerships, and other related business discussions or engagements (the "Purpose").

2. Confidential Information.

Confidential Information means any non-public information one Party ("Discloser") shares with the other ("Recipient"), in any form, that is marked confidential or would reasonably be understood as confidential. It includes business operations, financials, subscriber and churn data, pricing, SOPs, assessment responses, scores, diagnostic findings, reports, recommendations, methods, systems, and proposal or agreement terms.

3. Exclusions.

Confidential Information does not include information that: (a) is or becomes public through no fault of the Recipient; (b) the Recipient already knew, free of any duty of confidence; (c) the Recipient develops independently without using the Confidential Information; or (d) is rightfully received from a third party that is free to share it.

4. Obligations.

The Recipient will (a) use Confidential Information only for the Purpose; (b) protect it with reasonable care; and (c) share it only with employees, contractors, and advisors who need it for the Purpose and are under confidentiality duties at least as protective as these. The Recipient is responsible for their compliance.

5. Compelled Disclosure.

The Recipient may disclose Confidential Information if required by law or a court, provided it gives prompt notice where legally allowed and discloses only what is required.

6. Ownership; No License.

All Confidential Information remains the property of the Discloser. Nothing here grants any license or other right, except as needed for the Purpose.

7. No Warranty.

Confidential Information is provided "as is," with no warranty of accuracy or completeness.

8. Term.

This Agreement begins on the Effective Date and continues until either Party ends it by written notice. Confidentiality obligations for information disclosed before termination continue for three (3) years after each disclosure. Trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

9. Return or Destruction.

On the Discloser's written request, the Recipient will return or destroy Confidential Information when reasonably practical, except information it must or reasonably needs to keep for legal, compliance, backup, recordkeeping, or ongoing service purposes. Any retained Confidential Information remains protected under this Agreement.

10. General.

This Agreement is the entire agreement on this subject and replaces prior understandings. If any part is unenforceable, the rest remains effective. Neither Party may assign this Agreement without the other's written consent, except to a successor to all or substantially all related business or assets that assumes its obligations. This Agreement binds the Parties and their permitted successors and assigns.

11. Governing Law.

This Agreement is governed by Delaware law. The Parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware.

12. Electronic Acceptance.

This Agreement may be accepted electronically through MyISPScore™ or another HiBOS form or service. By checking the box that links to this Agreement and continuing, Participant accepts this Agreement. If Participant accepts on behalf of a Company/ISP, Participant represents that they are authorized to bind that Company/ISP. HiBOS may keep an electronic record of the acceptance, including the applicable agreement version and acceptance date and time.