This Mutual Non-Disclosure Agreement (the “Agreement”) is entered into as of [Effective Date] by and between B5 SECURE LLC, a California limited liability company with a mailing address at PO Box 1410, Menlo Park, CA 94026-1410 (“B5 Secure”), and the counterparty identified in the signature block below (“Counterparty”). B5 Secure and Counterparty are each a “Party” and together the “Parties.”

1.Purpose

The Parties wish to explore a potential business relationship concerning B5 Secure and its Never Trust security software for .NET, which may include evaluation, technical integration, design-partner collaboration, procurement, support, reseller or channel arrangements, and financing or investment discussions (the “Purpose”). In connection with the Purpose, each Party may disclose certain non-public information to the other. This Agreement governs the protection and permitted use of that information.

2.Confidential Information

“Confidential Information” means any information disclosed by or on behalf of a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether before or after the Effective Date and in any form, that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Confidential Information includes, without limitation: source code, source packages, software architecture, the B5 (B1–B5) security pipeline and the activity-data authorization model, cryptographic and key-custody designs, roadmaps, non-public security findings, pricing and editions, business and financial information, customer and prospect information, and the existence and content of the discussions contemplated by the Purpose.

3.Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate by competent evidence: (a) was lawfully in its possession without obligation of confidence before receipt from the Disclosing Party; (b) is or becomes publicly available through no act or omission of the Receiving Party; (c) is lawfully received from a third party without restriction and without breach of any obligation of confidence; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

4.Obligations of the Receiving Party

The Receiving Party shall: (a) use the Confidential Information solely for the Purpose; (b) protect it using at least the same degree of care it uses for its own confidential information of like importance, and in no event less than a reasonable degree of care; (c) limit access to its officers, employees, affiliates, and professional advisors who have a need to know for the Purpose and who are bound by confidentiality obligations no less protective than those herein (each a “Representative”); and (d) remain responsible for any breach of this Agreement by its Representatives. The Receiving Party shall not disclose the Confidential Information to any other third party without the Disclosing Party’s prior written consent.

5.Compelled Disclosure

If the Receiving Party is required by law, regulation, or valid legal process to disclose any Confidential Information, it may do so provided that, to the extent legally permitted, it gives the Disclosing Party prompt prior written notice and reasonable cooperation so the Disclosing Party may seek a protective order or other remedy, and it discloses only that portion of the Confidential Information that it is legally required to disclose.

6.No License; No Warranty

All Confidential Information remains the property of the Disclosing Party. Nothing in this Agreement grants the Receiving Party any license or right in or to the Confidential Information or any patent, copyright, trademark, trade secret, or other intellectual property, by implication, estoppel, or otherwise, except the limited right to use it for the Purpose. All Confidential Information is provided “AS IS,” and the Disclosing Party makes no warranties regarding its accuracy or completeness.

7.No Obligation; No Relationship

Nothing in this Agreement obligates either Party to proceed with any transaction, to disclose any particular information, or to enter into any further agreement. This Agreement does not create any agency, partnership, joint venture, or employment relationship between the Parties.

8.Term; Return and Destruction

This Agreement applies to Confidential Information disclosed during the period beginning on the Effective Date and continuing for [two (2) years] (the “Disclosure Period”). The confidentiality obligations in this Agreement survive for [three (3) years] after the date of disclosure of the relevant Confidential Information; provided that, with respect to any Confidential Information that constitutes a trade secret, the obligations continue for so long as the information remains a trade secret under applicable law. Upon the Disclosing Party’s written request or the termination of the discussions, the Receiving Party shall promptly return or destroy the Confidential Information in its possession and, on request, certify such destruction, except that the Receiving Party may retain one archival copy and copies in routine backup systems solely to comply with legal, regulatory, or bona-fide record-retention obligations, which copies remain subject to this Agreement.

9.Feedback

If a Party provides the other with suggestions, comments, or other feedback regarding the other’s products or technology (“Feedback”), the receiving Party may use the Feedback without restriction or obligation, provided it does not identify the source or disclose the other Party’s Confidential Information.

10.Remedies

The Parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party is entitled to seek injunctive and other equitable relief, without the necessity of posting a bond, in addition to any other remedies available at law or in equity.

11.Governing Law; Venue

This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in San Mateo County, California, for any dispute arising out of or relating to this Agreement.

12.General

This Agreement is the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous understandings on that subject. It may be amended only in a writing signed by both Parties. Neither Party may assign this Agreement without the other’s prior written consent, except to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets. If any provision is held unenforceable, the remaining provisions remain in full force. A Party’s failure to enforce any provision is not a waiver. This Agreement may be executed in counterparts, including by electronic signature, each of which is deemed an original and all of which together constitute one instrument. Notices to B5 Secure shall be sent to legal@b5secure.com and to the mailing address above.

Fields shown as [bracketed] are completed at signing. This document is provided for review; the executed version that applies to your engagement governs.