Mutual Confidentiality and Non-Disclosure Agreement

Effective Date: August 4, 2026 Version: 1.2 (August 6, 2026 — extended beyond Expert Services to every relationship in which non-public information is exchanged, including partners, distributors, resellers, referral partners and marketplace publishers; the covered purpose, the carve-outs in § 5, survival and the entire-agreement clause were widened to match, and § 5.9 was added) Provider: Inscendo Automation Inc.

This Mutual Confidentiality and Non-Disclosure Agreement ("NDA") governs non-public information exchanged between Inscendo Automation Inc. ("Inscendo," "we," "us") and you or the organization you represent ("you").

Who it covers. This NDA applies to you whether you are a Subscriber, a prospective customer, a partner, distributor, reseller or referral partner, a marketplace publisher, or an affiliate of any of them, and whether or not you ever enter into any further agreement with us. It is deliberately not limited to one kind of relationship: the moment either party says something non-public to the other, both need to know what protects it.

What it covers. Non-public information exchanged in connection with any of the following (each a "Covered Engagement"): Inscendo IQ Expert Services; support interactions; product demonstrations; pre-engagement, evaluation and procurement discussions about the Service; participation in or evaluation of our partner, distributor, reseller or referral programs; and publishing to, or evaluating publishing to, the Inscendo marketplace.

How it takes effect. This NDA is effective without signature when you request a consultation or a demonstration, submit a support request, apply to or participate in one of our partner programs, create a referral or publisher link, or otherwise disclose non-public information to us in connection with a Covered Engagement. It applies to information already exchanged before the date you accept it. Signing it changes nothing about the terms, but if your procurement process requires an executed copy for your records, email support@inscendoiq.com and we will countersign this form as written.

How it fits with our other agreements. If you are a Subscriber, this NDA supplements § 8 (Confidentiality) of the Master Subscription Agreement ("MSA") and, where they apply to you, the Inscendo IQ Expert Services Agreement ("Expert Agreement") and the Marketplace Publisher Agreement. Where this NDA conflicts with MSA § 8, this NDA controls as to information exchanged in connection with a Covered Engagement. If you are not a Subscriber, this NDA stands on its own, and the MSA provisions it references are incorporated for that limited purpose. This NDA governs confidentiality only. It does not create, and must not be read as creating, any commercial relationship, partner status, commission entitlement, or right to publish; those come from the separate agreement that governs them, if any. Capitalized terms not defined here have the meanings given in the MSA.

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1. What Is Protected

1.1 Confidential Information. "Confidential Information" means non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") in connection with a Covered Engagement, in any form, whether written, oral, visual, or observed, that is identified as confidential or that a reasonable person would understand to be confidential from its nature or from the circumstances of disclosure.

1.2 No marking required. Information disclosed orally, on a screen share, or in a meeting is protected without being marked, labelled, or confirmed in writing. We do not require you to designate what is confidential in order to be protected.

1.3 Yours, by way of example. Business processes, workflows, and operating procedures; pricing, margins, commission structures, and rate tables; customer, client, prospect, and vendor lists and terms; financial and performance data; product and expansion plans; source code, configuration, and credentials; information derived from data in your tenant; and, where you are a partner, distributor, reseller or publisher, your own channel economics, your pipeline, and the identities of the customers you bring.

1.4 Ours, by way of example. The non-public architecture and mechanics of the Service; unreleased features and roadmap; non-public pricing, cost, and usage economics; security details; our internal tooling, prompts, methods, and templates; and the non-public terms and mechanics of our partner, distributor, referral and marketplace programs, including commission structures, program economics, and the configuration behind a referral or publisher link.

1.5 Trade Secrets. "Trade Secret" means Confidential Information that qualifies as a trade secret under the Defend Trade Secrets Act, 18 U.S.C. §§ 1836 et seq., or the Texas Uniform Trade Secrets Act. Trade Secrets carry the longer protection period in § 9.2.

2. What Each Party Must Do

2.1 Use limitation. Recipient will use Confidential Information solely to provide, receive, evaluate, support, or carry out the Covered Engagement it was disclosed for, and for no other purpose. We will not disclose your Confidential Information to another customer, partner, distributor, or publisher, and we will not use it to perform work for, or build anything for, any of them.

2.2 Standard of care. Recipient will protect Confidential Information with at least the degree of care it uses for its own confidential information of like importance, and never less than reasonable care.

2.3 Need to know. Recipient will limit access to its personnel, contractors, and professional advisers who need it for a purpose permitted by § 2.1 and who are bound by written confidentiality obligations at least as protective as this NDA. Recipient is responsible for their compliance as if it were its own.

2.4 Sub-processors. Delivering the Service, Expert Services, and our partner and marketplace programs necessarily involves our sub-processors, including our AI provider, hosting, and communications vendors identified in the Data Processing Addendum ("DPA"). Disclosure to those sub-processors, under written confidentiality obligations at least as protective as this NDA and solely for the purposes in § 2.1, is permitted and is not a breach. We do not sell Confidential Information. Consistent with MSA § 4.4, we do not use it to train, fine-tune, or evaluate generalized or foundation AI models, and we contractually require our AI provider to honor equivalent restrictions.

2.5 Security. Our security measures are described in MSA § 10 and the DPA. This NDA does not create a security commitment beyond those, and does not make the Service suitable for regulated data (see MSA § 5.1 and the Acceptable Use Policy).

3. Permitted and Compelled Disclosure

3.1 Compelled disclosure. A party may disclose Confidential Information where required by law, subpoena, regulator demand, or court order. That party will, where legally permitted, give prompt notice so the Discloser can seek a protective order, will cooperate reasonably at the Discloser's expense, and will disclose only the portion legally required.

3.2 Corporate transactions. A party may disclose Confidential Information to its counsel, accountants, and insurers, and to a bona fide acquirer or investor in a merger, acquisition, financing, or sale of substantially all assets, in each case under confidentiality obligations at least as protective as this NDA.

3.3 Reporting to the government. Nothing in this NDA prevents either party or any individual from reporting a suspected violation of law to a government agency or from participating in a government investigation. Under 18 U.S.C. § 1833(b), an individual is not criminally or civilly liable under trade secret law for disclosing a trade secret in confidence to a government official or attorney solely to report or investigate a suspected violation of law, or in a sealed court filing.

4. What Is Not Confidential Information

4.1 Confidential Information does not include information that (a) is or becomes publicly available without breach of this NDA, (b) the Recipient rightfully knew before disclosure without a duty of confidence, (c) the Recipient rightfully receives from a third party free of any duty of confidence, or (d) the Recipient independently develops without use of or reference to the Discloser's Confidential Information.

4.2 The Recipient bears the burden of establishing that an exclusion applies, supported by contemporaneous records where they exist.

5. What This NDA Does Not Restrict

This section is as important as the rest, and we would rather be plain about it than have it come as a surprise later.

5.1 We serve other customers and work with other partners, including your competitors. We provide the Service and Expert Services to many customers, in the same industries and on the same categories of problems, and we work with many partners, distributors, resellers and publishers, including ones who compete with you. Nothing in this NDA creates any exclusivity, non-competition, non-solicitation, no-hire, or preferred-provider obligation, and none may be implied from it, from any consultation, or from any discussion about a partnership.

5.2 Independent development. Each party may independently develop, acquire, market, and use products, features, capsules, widgets, automations, templates, and services that are similar to, or compete with, anything the other party discussed or disclosed, provided it does so without use of the other party's Confidential Information. Neither party is required to segregate personnel, operate a clean room, or give notice before doing so, and similarity alone is not evidence of a breach.

5.3 Skill, experience, and residuals. Our personnel may use the general knowledge, skills, techniques, and experience they retain in unaided memory from a Covered Engagement. This § 5.3 does not permit use or disclosure of your Trade Secrets, does not permit copying, retention, or reference to your documents or data, does not permit deliberate memorization undertaken to evade this NDA, and grants no license under your copyrights or patents.

5.4 Our methods, tooling, and templates. We retain all rights in the methods, know-how, prompts, tooling, templates, reference implementations, and general improvements we use or derive in a Covered Engagement (and, for Expert Services specifically, Expert Agreement § 10.2), together with our retained rights in Platform Code under MSA §§ 4.2 and 4.2A. Nothing in this NDA narrows them.

5.5 Your content stays yours regardless. Our retained rights in Platform Code do not grant us any license to your Confidential Information embedded within it. Your rate tables, formulas, thresholds, client and vendor lists, credentials, and business data remain your Confidential Information and remain protected by this NDA even where the surrounding code is Platform Code, and we will not reuse, publish, or distribute those elements outside your tenant.

5.6 Feedback. MSA § 7.3 continues to apply: feedback, suggestions, and ideas you give us about the Service are usable by us without restriction or compensation. If you want a particular idea treated as your Confidential Information rather than as feedback, tell us so when you disclose it and we will treat it that way.

5.7 Aggregated and de-identified data. MSA § 4.5 continues to apply. Data we aggregate, anonymize, or de-identify may not be reasonably linked back to you or to any individual, and will never include your Confidential Information in identifiable form.

5.8 No obligation to disclose or to proceed. Nothing here obligates either party to disclose anything, to continue discussions, or to enter into any further agreement.

5.9 No channel rights are created, in either direction. We would rather say this plainly than let it be inferred from silence. Talking to us about a partnership, applying to a partner program, creating a referral or publisher link, or being told our commission structure creates no territory, no exclusive or protected channel, no account or lead exclusivity, no minimum volume or minimum revenue commitment, no most-favoured pricing, and no entitlement to be appointed, renewed, or paid. It also does not restrict you: you may carry, resell, build on, or recommend competing products, and you may hold the same conversation with anyone else. Whether a partnership exists at all, and on what terms, is determined solely by a separate written agreement signed for that purpose. If none has been signed, none exists.

6. Meetings, Recordings, and AI Assistance

6.1 Recording. We record or transcribe a consultation only with your consent, requested at the start of the meeting. Recordings and transcripts are your Confidential Information to the extent they contain it, and are handled under this NDA.

6.2 AI assistance. We use AI tooling, including our own Service, to prepare for, summarize, and follow up on Expert Services. That processing happens under § 2.4 and MSA § 4.4.

6.3 What not to send us. Please do not put payment card numbers, government identification numbers, protected health information, or credentials in a request form, an intake or application form, a chat message, or a screen share (Expert Agreement § 6.2). Use the in-product credential facilities for secrets. Our forms do not ask for any of it, and sending it anyway creates risk for you that this NDA cannot undo.

7. Return or Destruction

7.1 On written request, the Recipient will within thirty (30) days return or destroy the Discloser's Confidential Information in its possession and, if asked, confirm in writing that it has done so.

7.2 Exceptions. § 7.1 does not require deletion of (a) copies held in routine backups, archives, or logs pending their scheduled deletion, (b) one copy retained for legal, audit, insurance, or compliance purposes, (c) material a party must retain by law or under a legal hold, or (d) data in your tenant, which is governed by MSA § 4.8 (export and deletion) rather than by this section. Retained copies remain subject to this NDA for as long as they are retained.

8. Remedies and Liability

8.1 Injunctive relief. Each party agrees that money damages may be an inadequate remedy for breach of this NDA, and that the other party may seek injunctive or other equitable relief in the state or federal courts located in Dallas County, Texas, without posting bond, in addition to any other remedy. This § 8.1 is not limited by § 8.2.

8.2 Damages cap. Notwithstanding MSA §§ 13.4(d) and 13.4(e), and as an express modification of them for Confidential Information covered by this NDA: each party's aggregate liability arising out of or relating to the unauthorized disclosure or use of the other party's Confidential Information, however the claim is characterized (including breach of contract, breach of confidence, and misappropriation of trade secrets), will not exceed the greater of (a) two times (2x) the fees you paid us in the twelve (12) months preceding the event giving rise to the claim, or (b) ten thousand U.S. dollars (US $10,000), and in no event more than fifty thousand U.S. dollars (US $50,000). Where you have paid us no fees — as will normally be the case for a prospective customer, a partner, a distributor, a referral partner, or a marketplace publisher who is paid by buyers directly — limb (a) is zero and limb (b) governs, so the cap is US $10,000 and never nil. Neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, or goodwill, arising out of or relating to a breach of this NDA. These limits are mutual and apply equally to each party, and the same figure caps each of us.

8.3 Aggregate cap preserved. For the avoidance of doubt, the Blanket Cap in MSA § 13.3, which limits Inscendo's aggregate liability across all customers in any rolling twelve-month period, applies to claims under this NDA.

8.4 What the cap does not limit. § 8.2 does not limit (a) the liability of a party that a court or arbitrator finally determines willfully and intentionally misappropriated the other party's Trade Secrets, (b) claims for infringement of copyright, patent, or trademark, (c) your obligations under MSA § 3.2 (Restrictions) or § 12.2 (Indemnification), (d) the equitable relief preserved in § 8.1, or (e) liability that cannot be limited under applicable law.

8.5 Notice and containment. A party that suspects a breach will give the other prompt written notice and a reasonable opportunity to contain it. Doing so does not waive any remedy.

9. Term and Survival

9.1 Duration. Confidentiality obligations for each item of Confidential Information continue for three (3) years from the date that item was disclosed.

9.2 Trade Secrets. Trade Secrets remain protected for as long as they continue to qualify as trade secrets under applicable law, without regard to the period in § 9.1.

9.3 Survival. This NDA survives the end of any consultation, demonstration, evaluation, application, or partner, distributor, reseller or publisher relationship, whether or not it ever became one, and the termination or expiration of the Expert Agreement, the Marketplace Publisher Agreement, any partner program agreement, and the MSA.

10. General

10.1 No license. No license or ownership interest in either party's intellectual property is granted by this NDA, by implication, estoppel, or otherwise. MSA §§ 4 and 7 and Expert Agreement § 10 govern ownership.

10.2 No warranty of accuracy. Confidential Information is provided as is. Neither party warrants the accuracy or completeness of what it discloses.

10.3 Governing law and disputes. This NDA is governed by the laws of the State of Texas, without regard to conflict-of-laws principles. Disputes are resolved under MSA § 16 (including its arbitration provisions), except for the equitable relief preserved in § 8.1. If you are not a Subscriber, MSA § 16 is incorporated into this NDA for that purpose.

10.4 Assignment. Either party may assign this NDA to a successor in a merger, acquisition, or sale of substantially all assets. Confidential Information transfers to the successor subject to this NDA.

10.5 Entire agreement; other forms. This NDA, together with MSA § 8 as supplemented here, is the entire agreement between the parties on the confidentiality of information exchanged in connection with a Covered Engagement, and supersedes prior understandings on that subject. It is not the entire agreement on anything else: it says nothing about commercial terms, and § 5.9 governs what it does not create. A separate confidentiality agreement signed by an authorized officer of Inscendo controls to the extent it conflicts with this NDA. No other modification is effective unless in writing and signed by both parties.

10.6 Severability and waiver. If a provision is held unenforceable, it is modified to the minimum extent necessary and the rest remains in effect. Failure to enforce a provision is not a waiver of it.

10.7 Changes. We may update this NDA. The version in effect at the time information is disclosed governs that disclosure. Material changes take effect for new disclosures upon posting at /legal/mutual-nda.

10.8 Contact. Questions about this NDA, or a request for a countersigned copy: support@inscendoiq.com.

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Inscendo Automation Inc.