MUTUAL NONDISCLOSURE AND SOFTWARE EVALUATION AGREEMENT

This Mutual Nondisclosure and Software Evaluation Agreement (this “Agreement”) is effective as of the date the Counterparty electronically accepts it, by and between Ideem, Inc., a Delaware corporation (the “Company”), and the accepting party (“Counterparty”).

RECITALS
A. The Company and Counterparty (collectively the “Parties” and each a “Party”) have initiated or intend to initiate discussions concerning the possibility of entering into a mutually advantageous business relationship (the “Limited Purpose”). If the Parties enter into an agreement or contract concerning such business relationship, the performance by each Party of its obligations under such agreement shall be included within the Limited Purpose.
B. Such discussions between the Parties may require both Parties to disclose certain information to the other which is confidential and proprietary in nature and both Parties desire to agree in writing to maintain all such confidential information in the strictest confidence.
C. The Parties also desire that Counterparty test the Company’s Zero-trust Security Module (ZSM) software under the software evaluation terms set forth in Section 15, which forms an integral part of this Agreement.Now therefore, in consideration of the foregoing recitals, which are hereby incorporated into this Agreement by reference, and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the Parties agree as follows:

1. Confidential Information.
‍As used herein, “Confidential Information” means (a) any information disclosed by either Party to the other Party, either directly or indirectly, whether written, verbal, magnetic, photographic, optical, or other form, or by inspection of tangible objects, which has been, or after the date hereof will be, furnished or disclosed by a Party, or its employees, representatives, consultants or agents, including, without limitation, agreements, algorithms, business plans, contracts, customer data, customer lists, customer names, designs, documents, drawings, engineering information, financial analysis, forecasts, formulas, hardware configuration information, know-how, ideas, inventions, market information, marketing plans, processes, products, product plans, recipes, research, specifications, software, source code, trade secrets or any other information which is designated as “confidential,” “proprietary” or some similar designation, and which has been designated as being confidential, or which is otherwise disclosed in a confidential manner (collectively, the “Disclosed Materials”) and (b) any information otherwise obtained, directly or indirectly, by a receiving Party through inspection, review or analysis of the Disclosed Materials. Confidential Information may also include information of a third party that is in the possession of one of the Parties and is disclosed to the other Party under this Agreement. Confidential Information shall not, however, include any information that (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing Party; (ii) becomes publicly known and made generally available after disclosure by the disclosing Party to the receiving Party through no action or inaction of the receiving Party; (iii) is already in the possession of the receiving Party at the time of disclosure by the disclosing Party as shown by the receiving Party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving Party from a third party lawfully in possession of such information and without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the receiving Party’s possession. “Related Party” or “Related Parties” shall mean the directors, officers, employees, agents, legal, tax and other professional advisors or representatives of a receiving Party, to the extent such entities or persons receive Confidential Information.

2. Non-use and Non-disclosure.
Each Party agrees not to use any Confidential Information of the other Party for any purpose except to evaluate and engage in discussions concerning the Limited Purpose. Each Party agrees not to disclose any Confidential Information of the other Party, except that, subject to Section 4 below, a receiving Party may disclose the other Party’s Confidential Information to those Related Parties of the receiving Party who are required to have the information in order to evaluate or engage in discussions concerning the Limited Purpose and who are subject to legally binding confidentiality obligations in favor of the receiving Party. If a receiving Party is required by law, regulation or other legal process or receives a formal legal request (by oral questions, interrogatories, requests for information or documents, subpoena, court order, civil investigative demand or other process) to make any disclosure that is prohibited or otherwise constrained by this Agreement, the receiving Party will provide the disclosing Party with prompt written notice of such requirement so that the disclosing Party may seek a protective order or other appropriate relief or waive compliance with the provisions of this Agreement. Subject to the foregoing sentence and failing the receipt of such a protective order or waiver, such receiving Party may furnish that portion (and only that portion) of the Confidential Information that the receiving Party is advised by nationally recognized counsel that it is required or compelled to disclose; provided, however, that the receiving Party provides such assistance as the disclosing Party may reasonably request in obtaining such order or other relief.

‍3. Maintenance of Confidentiality.
Each Party agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information of a similar nature, but in no case less than reasonable care (including, without limitation, all precautions the receiving Party employs with respect to its own confidential materials). Each Party shall ensure that only its Related Parties who have a need to know will have access to the other Party’s Confidential Information and have signed a non-use and non-disclosure agreement in content similar to the provisions of this Agreement or are otherwise legally obligated not to disclose such Confidential Information, prior to any disclosure of Confidential Information to such Related Parties. Each Party shall reproduce the other Party’s proprietary rights notices on any printed or copied documents, in the same manner in which such notices were set forth in or on the original. A Party receiving Confidential Information shall promptly notify the Party disclosing such Confidential Information of any use or disclosure of such Confidential Information in violation of this Agreement of which the receiving Party becomes aware.

4. No Obligation.
Nothing in this Agreement shall obligate either Party to provide Confidential Information to the other or to proceed with any transaction between them, and each Party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the Limited Purpose. Either Party may terminate access to its Confidential Information at any time at its sole discretion.

‍5. No Warranty.
ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” EACH PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY AND COMPLETENESS OF THE CONFIDENTIAL INFORMATION.

‍6. Return of Materials.
All physical documents and other tangible objects containing or representing Confidential Information that have been disclosed by either Party to the other Party, and all copies or extracts thereof that are in the possession of the other Party, shall be and remain the property of the disclosing Party and shall be promptly returned to the disclosing Party upon the disclosing Party’s written request. Notwithstanding the foregoing, a receiving Party may retain in the offices of its legal advisor a single archival copy of any written or photographic Confidential Information provided by the other Party under this Agreement, which copy shall only be used by the receiving Party and its legal advisors in connection with the review of its obligations under this Agreement.

‍7. No License.
Nothing in this Agreement is intended to grant any rights to either Party under any patent, mask work right, copyright, trade secret or other intellectual property right of the other Party, nor shall this Agreement grant either Party any rights in or to the other Party’s Confidential Information.

‍8. Term.
This Agreement shall be effective as of the date of first disclosure of Confidential Information, shall continue from effectiveness for a period of three (3) years and may be earlier terminated, without cause, with respect to future disclosures upon ten (10) days’ prior written notice to the other Party; provided however, that all rights and obligations accrued prior to such termination shall survive the termination of this Agreement indefinitely, including the obligations under Sections 2 and 3 hereof. Any termination or expiration of this Agreement shall be without prejudice to the rights of either Party in respect of any claim or breach of any of the provisions of this Agreement.

‍9. Availability of Equitable Relief.
Each Party understands and agrees not to contest that its breach or threatened breach of this Agreement will cause irreparable injury to the other Party and that money damages will not provide an adequate remedy for such breach or threatened breach, and both Parties hereby agree that, in the event of such a breach or threatened breach, the non-breaching Party will also be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance. The Parties’ rights under this Agreement are cumulative, and a Party’s exercise of one right shall not waive the Party’s right to assert any other legal remedy.

‍10. Ownership.
As between the Parties, all Confidential Information is and shall remain the property of the disclosing Party. By disclosing Confidential Information to the receiving Party, the disclosing Party does not grant any express or implied right to the receiving Party to or under any patents, copyrights, trademarks, or trade secret information except for the Limited Purpose. The disclosing Party reserves without prejudice the ability to protect its rights under any such patents, copyrights, trademarks, trade secrets or other intellectual property rights. The receiving Party shall not remove any proprietary, copyright, trade secret or other legend from any form of the Confidential Information. The receiving Party shall, at the reasonable written request of the disclosing Party and at the disclosing Party’s expense, add to the Confidential Information any proprietary, copyright, trade secret or other legend or modify the same, which the disclosing Party deems necessary to protect its intellectual property rights.

‍11. Severability.
If any provision of this Agreement is found to be illegal or unenforceable, the other provisions shall remain effective and enforceable to the greatest extent permitted by law.

‍12. Assignment.
Neither Party may assign this Agreement, or any rights or obligations hereunder, whether by contract or by operation of law, except with the express written consent of the other Party, provided, however, that either Party, without the consent of the other Party, may assign this Agreement in connection with a merger, consolidation, or sale of all or substantially all of such Party's assets, equity interests or any other business combination involving such Party and another entity. Subject to the foregoing, this Agreement shall be binding upon, and shall inure to the benefit of, the Parties and their respective representatives, successors and permitted assigns.

‍13. Governing Law.
This Agreement shall be governed by and construed under the laws of the State of Delaware without reference to conflicts of laws or principles thereof. The Parties agree that the sole and exclusive jurisdiction and venue for all disputes arising under this Agreement shall be in the federal and state courts sitting in or exercising jurisdiction over Jackson County, Missouri, and each Party hereby submits to the personal jurisdiction of such courts. Each of the Parties irrevocably waives any objection to the laying of venue of any suit, action or proceeding brought pursuant to this Section 13 as having been brought in an inconvenient forum. Each of the Parties hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement.

‍14. Miscellaneous.
This Agreement constitutes the entire agreement between the Parties with respect to the Limited Purpose and supersedes all prior written and oral agreements between the Parties regarding the subject matter of this Agreement. No provision of this Agreement may be waived except by a writing executed by the Party against whom the waiver is to be effective. A Party’s failure to enforce any provision of this Agreement shall neither be construed as a waiver of the provision nor prevent the Party from enforcing any other provision of this Agreement. No provision of this Agreement may be amended or otherwise modified except by a writing signed by the Parties.

15. Software Evaluation Terms

15.1 License. Subject to the terms and conditions of this Agreement, Company hereby grants to Counterparty, and Counterparty hereby accepts, a revocable, non-exclusive, non-transferable, non-sublicensable and limited license to access and use the Company’s software application known as the Zero-trust Security Module (“Application”) for internal testing, evaluation and business purposes only (the “License”) during the Test Period (as defined below).

15.2 Use Restrictions. Counterparty shall not do, nor permit any other person to do, any of the following:
(a) Use the Application for any purpose, or in any manner not specifically authorized by this Agreement;
(b) Create or recreate the source code for the Application, or re-engineer, reverse engineer, decompile or disassemble any portion of the Application;
(c) Create or develop any derivative works, modifications, extensions or the like in or to the Application;
(d) Refer to or otherwise use the Application as part of any effort to develop a program having any functional attributes, visual expressions or other features similar to those of the Application to compete with Company; or
(e) Sell, market, license, sublicense, distribute, disclose, make available, loan or otherwise grant to any person, including any outsourcer, vendor, consultant or partner, any right to use the Application, whether on Counterparty’s behalf or otherwise, without the express written consent of Company.

15.3 Test Period. The “Test Period” is the period commencing on the Effective Date and terminating sixty (60) days thereafter. Upon termination of this Agreement, Company will discontinue Counterparty’s access to the Application.

15.4 Ownership. Counterparty acknowledges and agrees that Company owns the Application and all rights, titles, and interests in and to all patents, trademarks, trade names, inventions, copyrights, know-how, and trade secrets relating to the design, manufacture, operation, documentation, or service of the Application and all derivatives, modifications, or translations thereof, whether made or conceived by Company or Counterparty (“Proprietary Rights”). The use by Counterparty of any of these Proprietary Rights is authorized only for the purposes herein set forth, and such authorized access and use of the Application and use of the Proprietary Rights by Counterparty shall cease immediately upon termination of this Agreement for any reason. Counterparty hereby assigns to Company any title or ownership interest, including any patent or copyright or other intellectual property right or application, in the United States or elsewhere, Counterparty may have or acquire in such Proprietary Rights. Counterparty further appoints any officer of Company as Counterparty’s duly authorized attorney to execute, file, prosecute and protect the same before any governmental agency, court or authority. Upon the request of Company and at Company’s expense, Counterparty shall execute such further assignments, documents and other instruments as may be necessary or desirable to fully and completely assign any such right or interest to Company and to assist Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any foreign country with respect to such right or interest.

15.5 Warranty. THE APPLICATION LICENSED HEREUNDER IS LICENSED ON AN “AS-IS” BASIS AND COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE, REGARDING THE APPLICATION OR ANY OTHER MATTER PERTAINING TO THIS AGREEMENT. COMPANY MAKES NO WARRANTY THAT THE APPLICATION WILL NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTIES. COMPANY DOES NOT WARRANT THAT THE APPLICATION WILL MEET ALL OF COUNTERPARTY’S REQUIREMENTS OR THAT USE OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR FREE.

15.6 Limited Remedy. In the event that the Application or a portion of the Application is held or is believed to infringe a third party’s intellectual property, Company, in its sole discretion, may (i) modify the Application or the portion of the Application so that it is non-infringing, (ii) replace the Application or a portion of the Application with non-infringing applications that are functionally equivalent, (iii) obtain a license for Counterparty to continue to use the Application, or (iv) terminate this Agreement upon written notice to Counterparty.

15.7 Limitation of Liability. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY DAMAGES CAUSED BY COUNTERPARTY’S FAILURE TO PERFORM COUNTERPARTY’S RESPONSIBILITIES, OR FOR ANY LOST PROFITS, LOST SAVINGS, LOSS OF DATA, LOSS OF USE OF THE APPLICATION, COSTS OF RECREATING LOST DATA, OR ANY OTHER INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES, EVEN IF COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM AGAINST THE COUNTERPARTY BY ANY OTHER PARTY.

Electronic Acceptance

Electronic AcceptanceBy checking the box labeled “I have read and agree to the Eval Agreement, the Privacy Policy, and the Terms of Use” and submitting the associated online form, the Counterparty acknowledges and agrees that:

They have read and understood each of the linked documents in full.
They are authorized to accept on behalf of their organization (if applicable).
Their electronic acceptance constitutes a binding agreement to all of the linked documents under applicable electronic signature laws, including the U.S. ESIGN Act and the Uniform Electronic Transactions Act (UETA).