Security package

MUTUAL NON-DISCLOSURE AGREEMENT

Version 2026-10

This Mutual Non-Disclosure Agreement (this "Agreement") is entered into as of [Effective Date] (the "Effective Date") by and between PathReader AI LLC, a Delaware limited liability company ("PathReader AI"), and [Legal Name of Company] ("Company"). PathReader AI and Company are each referred to herein as a "Party" and collectively as the "Parties."

WHEREAS, the Parties wish to exchange certain confidential and proprietary information for the purpose of evaluating a potential business relationship (the "Purpose"); and

WHEREAS, each Party desires to protect the confidentiality of its information disclosed to the other Party in connection with the Purpose;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

As used in this Agreement, the following terms will have the meanings set forth below:

"Confidential Information" means all non-public business, technical, financial, operational, and regulatory information disclosed by the Disclosing Party to the Receiving Party in connection with the Purpose, whether oral, written, or electronic, including information that the Receiving Party knows or reasonably should know is confidential based on the nature of the information or the circumstances of its disclosure. This includes, without limitation, product information, technology, pricing, product roadmap, API architecture, policy documents, compliance procedures, customer lists, and Trade Secrets.

"Disclosing Party" means the party disclosing Confidential Information.

"Receiving Party" means the party receiving Confidential Information.

"Representatives" means a party's employees, officers, directors, advisors, consultants, and legal counsel, in each case who have a need to know such Confidential Information for the Purpose.

"Trade Secrets" means any Confidential Information that constitutes a trade secret under applicable law.

2. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

The obligations set forth in this Agreement with respect to Confidential Information will not apply to information that the Receiving Party can demonstrate:

• is or becomes publicly available through no fault or breach of this Agreement by the Receiving Party;
• was already known to the Receiving Party, without restriction on disclosure, prior to receipt from the Disclosing Party, as evidenced by the Receiving Party's written records;
• is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information; or
• is received by the Receiving Party from a third party who is not, to the Receiving Party's knowledge, subject to any obligation of confidentiality with respect to such information.

The burden of establishing any of the foregoing exclusions will rest with the Receiving Party.

3. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party will; (a) use Confidential Information solely for the Purpose and for no other purpose whatsoever; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than reasonable care; (c) restrict access to Confidential Information to those of its Representatives who have a need to know such information for the Purpose; (d) ensure that each Representative who receives access to Confidential Information is bound by written confidentiality obligations at least as protective as those set forth in this Agreement; (e) not use Confidential Information to develop, design, create, improve, train, or inform any product, service, or technology that competes with the Disclosing Party's products or services, and not conduct benchmarking or performance testing using Confidential Information or disclose results thereof without the Disclosing Party's prior written consent; and (f) be responsible for any breach of this Agreement by its Representatives.

4. COMPELLED DISCLOSURE

If the Receiving Party or any of its Representatives becomes legally compelled by law, regulation, or legal process to disclose any Confidential Information, the Receiving Party will, to the extent legally permitted, provide prompt written notice to the Disclosing Party prior to such disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party will cooperate reasonably with the Disclosing Party, at the Disclosing Party's expense, in any effort to obtain such protective order or other remedy. If such protective order or other remedy is not obtained, the Receiving Party may disclose only that portion of the Confidential Information that is legally required to be disclosed and will exercise commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the information so disclosed.

5. NO LICENSE OR FURTHER OBLIGATION

No License. All Confidential Information remains the sole property of the Disclosing Party. Nothing in this Agreement grants the Receiving Party any license, right, title, or interest in or to any Confidential Information, intellectual property, patent, copyright, trademark, trade secret, or other proprietary right of the Disclosing Party, whether by implication, estoppel, or otherwise.

No Obligation to Disclose. Neither party is obligated to disclose any particular Confidential Information to the other party. Each party may determine, in its sole discretion, what information, if any, it will make available.

No Obligation to Transact. Nothing in this Agreement obligates either party to enter into any further agreement, business relationship, or transaction. Neither party acquires any rights or obligations beyond those expressly set forth herein by reason of this Agreement or any disclosure of Confidential Information hereunder.

No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." THE DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS, OR PERFORMANCE OF ANY CONFIDENTIAL INFORMATION, AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY DAMAGES ARISING FROM THE USE OF OR RELIANCE ON ANY CONFIDENTIAL INFORMATION DISCLOSED HEREUNDER.

6. DATA HANDLING

To the extent either party provides the other party with access to data, documents, systems, or materials in connection with the Purpose (including product demonstrations, proofs of concept, or trial deployments), the Receiving Party will: (a) process such materials solely for the Purpose; (b) not persist, copy, or extract any data from the Disclosing Party's systems or platforms beyond what is strictly necessary for the Purpose; (c) promptly delete or return all such materials upon the Disclosing Party's request or upon termination or expiration of this Agreement; and (d) apply security measures no less protective than those the Receiving Party uses for its own data of a similar sensitivity. Neither party will submit protected health information, payment card data, classified government information, or data subject to attorney-client privilege in connection with any demonstration or evaluation without the other party's prior written consent. If any evaluation activity will involve the processing of personal data beyond incidental business contact information, the parties will execute an appropriate data processing addendum before such processing begins.

7. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION

Upon written request by the Disclosing Party or upon termination or expiration of this Agreement, the Receiving Party will promptly return or destroy all Confidential Information of the Disclosing Party, including all copies, notes, summaries, analyses, and materials derived therefrom. If the Receiving Party elects to destroy Confidential Information rather than return it, the Receiving Party will provide written certification of such destruction, signed by an authorized officer, within thirty (30) days of the request. Notwithstanding the foregoing, the Receiving Party may retain copies of Confidential Information (a) stored on automated backup or archival systems, or (b) as required by applicable law or regulation. Any Confidential Information so retained will remain subject to the obligations of this Agreement for the duration specified in Section 8 below.

8. TERM AND SURVIVAL

This Agreement will commence on the Effective Date and remain in effect for a period of two (2) years thereafter, unless earlier terminated by either party upon thirty (30) days' prior written notice to the other party. The obligations of the Receiving Party with respect to Confidential Information disclosed during the term of this Agreement will survive termination or expiration for a period of three (3) years following the date of disclosure of the applicable Confidential Information. Notwithstanding the above, obligations with respect to any Confidential Information that constitutes a Trade Secret will continue for so long as such information qualifies as a trade secret under applicable law.

9. REMEDIES

Each Party acknowledges that any breach or threatened breach of this Agreement may cause the Disclosing Party irreparable harm that cannot be adequately compensated by monetary damages alone. In the event of any such breach or threatened breach, the Disclosing Party will be entitled to seek injunctive relief, specific performance, and any other equitable remedies from any court of competent jurisdiction, without the necessity of proving actual damages and without the requirement of posting a bond or other security. The remedies set forth in this Section 9 are cumulative and in addition to all other remedies available at law or in equity. No exercise of any remedy will preclude the exercise of any other remedy.

10. GENERAL PROVISIONS

Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict-of-laws principles. Each Party consents to the exclusive jurisdiction and venue of the state and federal courts located in King County, Washington for any dispute arising under this Agreement.

Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, whether written or oral.

Amendments. No amendment or modification of this Agreement will be effective unless made in writing and signed by both parties.

Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of all or substantially all of its assets; provided, however, that no assignment may be made to a direct competitor of the other party without such other party's prior written consent.

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

Waiver. No failure or delay in exercising any right under this Agreement will operate as a waiver thereof.

Non-Solicitation. During the term of this Agreement and for a period of twelve (12) months following its termination or expiration, neither party will, directly or indirectly, solicit or recruit for employment or engagement any employee or contractor of the other party who was involved in the Purpose or who had access to the other party's Confidential Information, without the prior written consent of the other party. This restriction does not apply to general solicitations of employment not specifically directed at the other party's personnel.

Notices. All notices under this Agreement will be in writing and sent by email: to PathReader AI at privacy@pathreader.ai, and to Company at the work email address provided on acceptance.

Counterparts. This Agreement may be executed in counterparts, including by electronic signature, each of which will constitute an original and all of which together will constitute one and the same instrument.

Acceptance

By clicking "Accept and sign," you confirm that: (a) you have read this Agreement; (b) you accept it on behalf of the Company named above and have authority to do so; and (c) your electronic acceptance is your signature and has the same legal effect as a handwritten signature. This Agreement takes effect on the Effective Date shown above.

End of agreement.