Mutual Non-Disclosure Agreement

1. Purpose

The Parties are exploring and engaging in a mentoring and advisory relationship regarding Party B's business, Nocast. In the course of this relationship, each Party may share confidential and proprietary information with the other.

2. Confidential Information

"Confidential Information" means any business, technical, financial, client, pricing, strategic, or operational information disclosed by either Party to the other — written, oral, or observed — including but not limited to business methods, pricing, client relationships, financial performance, strategy, and the substance of the Parties' mentoring conversations.

3. Obligations

Each Party agrees to:

• Hold the other Party's Confidential Information in strict confidence.
• Not disclose it to any third party without the other Party's prior written consent.
• Use it solely for the purpose of the mentoring relationship.
• Protect it with at least the same care it uses to protect its own confidential information.

4. Exclusions

Confidential Information does not include information that: (a) is or becomes public through no fault of the receiving Party; (b) the receiving Party already knew before disclosure; (c) is independently developed without use of the disclosing Party's Confidential Information; or (d) must be disclosed by law or court order, provided the disclosing Party gets reasonable notice first.

5. Term

This Agreement stays in effect for the duration of the Parties' working relationship and for two (2) years after it ends.

6. No Obligation

This Agreement is a confidentiality agreement only. It does not obligate either Party to enter any further business relationship, partnership, joint venture, or services agreement.

7. General Provisions

• Governing law. This Agreement is governed by the laws of the State of Ohio, USA.
• Entire agreement. This Agreement constitutes the entire understanding between the Parties on confidentiality and supersedes all prior discussions on the subject.
• Amendment. This Agreement may not be modified except by a written instrument signed by all Parties.
• Electronic signatures. This Agreement may be executed electronically, including via the online signing interface below. Electronic signatures are legally binding under the federal ESIGN Act, 15 U.S.C. § 7001 et seq., and the Ohio Uniform Electronic Transactions Act, ORC § 1306.01 et seq.
• Voluntary and knowing. Each Party acknowledges that they have read this Agreement in full, understand every provision, have had the opportunity to consult independent legal counsel of their own choosing, and are signing voluntarily.

Mutual Non-Disclosure Agreement · Ralph West and Nocast (Kenny + Jan) · Governed by Ohio law · Electronic signatures binding under the ESIGN Act and ORC § 1306