Mutual Non-Disclosure Agreement (NDA)

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of the Effective Date by and between Enerpize LLC, a Delaware limited liability company ("Enerpize"), and the approved partner identified during onboarding ("Counterparty"). Each may be referred to as a "Party" and collectively as the "Parties."

The Parties intend to exchange certain confidential and proprietary information for the purpose of evaluating or conducting a potential commercial partnership, reseller relationship, integration, or related business activities ("Purpose"). This Agreement governs the protection, use, and disclosure of such information.

"Confidential Information" means all non-public information disclosed by either Party, whether in written, electronic, oral, visual, or any other form, including without limitation:

• Business plans, pricing, financials
• Product roadmap, architecture, APIs
• Source code, algorithms, logic, workflows
• Customer lists, leads, contacts
• Marketing strategies and plans
• Regional compliance information
• Legal documents and contracts
• Internal processes, screenshots, demos
• Technical documentation, designs, UI/UX
• Operational data and analytics
• Any information marked or reasonably understood as confidential

Confidential Information includes information disclosed before or after the Effective Date.

Confidential Information does not include information that the receiving Party can prove:

• Was already publicly known through no breach
• Was rightfully known by the receiving Party before disclosure
• Was lawfully obtained from a third party without NDA breach
• Was independently developed without reference to the disclosing Party's information

The receiving Party shall:

If the receiving Party is legally required to disclose Confidential Information by court order, regulation, or government authority, the receiving Party must provide prompt written notice to the disclosing Party (unless prohibited by law), cooperate to limit the disclosure, and disclose only what is strictly required.

Nothing in this Agreement transfers ownership of any intellectual property, grants rights to patents, copyrights, trademarks, code, processes, or trade secrets, or obligates either Party to enter into any future agreement. All rights remain with the disclosing Party.

Upon request or termination, all Confidential Information must be returned or securely destroyed within five (5) business days, digital copies must be permanently deleted, and the receiving Party must certify destruction upon written request. Enerpize may retain archival copies solely as required by law.

All Confidential Information is provided "as-is." The disclosing Party makes no warranties regarding accuracy, completeness, or fitness for purpose.

Neither Party is obligated to enter into any further agreement or business activity.

This Agreement is governed by the laws of the State of Delaware, USA. All disputes shall be resolved exclusively in Delaware state or federal courts. Each Party irrevocably submits to jurisdiction and venue.

Neither Party may assign or transfer this Agreement without written consent. Any unauthorized assignment is void.

This Agreement is the entire understanding between the Parties, supersedes all prior NDAs or confidentiality agreements, and may only be amended in writing signed by both Parties.

This Agreement is entered into and executed electronically as part of the Enerpize reseller onboarding process. By completing onboarding and accepting these terms, the approved partner agrees to be bound by this Agreement as of the Effective Date recorded during onboarding.