Mutual Non-Disclosure

Last modified date: May 1, 2024

THIS MUTUAL NON­DISCLOSURE AGREEMENT (this “Agreement”) is entered into between EstateSpace, Inc, a Delaware C-Corp and its Affiliates (“EstateSpace”) and the other party named on the signature page hereto and/or any affiliated corporation, partnership, trust or business enterprise (collectively, the “Other Party”), to protect the confidentiality of certain confidential information of EstateSpace or of Other Party to be disclosed under this Agreement during the course of dealing between the parties (the “Permitted Use”). EstateSpace and Other Party may be referred to herein individually as “Party” and collectively as “Parties.”

  1. As used herein, the “Confidential Information” of a Party will mean any and all technical and non­technical information disclosed by such Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), which may include without limitation: (a) patent and patent applications; (b) trade secrets; (c) proprietary and confidential information, ideas, techniques, sketches, drawings, works of authorship, models, inventions, know­how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of each of the Parties, such as information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, and marketing plans; (d) all other information that the Receiving Party knew, or reasonably should have known, was the Confidential Information of the Disclosing Party; and (e) any private matters and details of a personal, proprietary or confidential nature, including but not limited to the personal, household or financial information of or concerning the Other Party, the Other Party’s Agents and any beneficial owner, member, manager or officer of the Other Party or any affiliated corporation, partnership, trust, or business enterprise, any member or former member of the immediate and extended family of the Other Party or any other such person, all non-employees who live with the Other Party or any other such person or any family member of such person (each, a “Covered Person”).

  2. Subject to Section 3, the Receiving Party agrees that always and notwithstanding any termination or expiration of this Agreement it will hold in strict confidence and not disclose to any third party any Confidential Information of the Disclosing Party, except as approved in writing by the Disclosing Party, and will use the Confidential Information of the Disclosing Party for no purpose other than the Permitted Use. The Receiving Party will also protect such Confidential Information with at least the same degree of care that the Receiving Party uses to protect its own Confidential Information, but in no case, less than reasonable care. The Receiving Party will limit access to the Confidential Information of the Disclosing Party to only those of the Receiving Party’s employees or authorized representatives having a need to know and who have signed confidentiality agreements containing, or are otherwise bound by, confidentially obligations at least as restrictive as those contained herein.

  3. The Parties agree that they will not disparage, criticize, or ridicule any Party or Covered Person, and will not make any comment by way of news interviews or the expression of personal views, opinions, or judgments to the media or to any other third party, regarding any member of the Parties. The Receiving Party will not have any obligations under this Agreement with respect to a specific portion of the Confidential Information of the Disclosing Party if such Receiving Party can demonstrate with competent evidence that such portion of Confidential Information:
    1. was in the public domain at the time it was disclosed to the Receiving Party;
    2. entered the public domain subsequent to the time it was disclosed to the Receiving Party, through no fault of the Receiving Party;
    3. was in the Receiving Party’s possession free of any obligation of confidence at the time it was disclosed to the Receiving Party;
    4. was rightfully communicated to the Receiving Party free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party;
    5. was independently developed or discovered by employees or agents of the Receiving Party who had no access to any Confidential Information; or,
    6. is or was disclosed to Receiving Party with Disclosing Party’s express written approval.

  4. Notwithstanding the above, the Receiving Party may disclose certain Confidential Information of the Disclosing Party, without violating the obligations of this Agreement, to the extent such disclosure is required by a valid order of a court or other governmental body having jurisdiction, provided that the Receiving Party provides the Disclosing Party with reasonable prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist the Disclosing Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued.

  5. The Receiving Party will immediately notify the Disclosing Party upon discovery of any actual or suspected loss, misuse, misappropriation, or unauthorized disclosure of the Confidential Information of the Disclosing Party.

  6. Upon termination or expiration of this Agreement, or upon written request of either Party, each Party will promptly return to the Disclosing Party or destroy all documents and other tangible materials representing the Disclosing Party’s Confidential Information and all copies thereof.

  7. Confidential Information is and shall remain the sole property of the Disclosing Party. The Receiving Party recognizes and agrees that nothing contained in this Agreement will be construed as granting any property rights, by license or otherwise, to any Confidential Information of the Disclosing Party, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information. Neither Receiving Party will make, have made, use, or sell for any purpose any product or other item using, incorporating, or derived from any Confidential Information of the Disclosing Party. Neither this Agreement nor the disclosure of any Confidential Information hereunder shall result in any obligation on the part of either Party to enter into any further agreement with the other, license any products or services to the other, or to require either Party to disclose any Confidential Information. Nothing in this Agreement creates or shall be deemed to create any employment, joint venture, or agency between the Parties.

  8. The Receiving Party will not reproduce the Confidential Information of the Disclosing Party in any form except as required to accomplish the intent of this Agreement. Any reproduction by a Receiving Party of any Confidential Information of the Disclosing Party will remain the property of the Disclosing Party and will contain any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by the Disclosing Party.

  9. This Agreement will survive and continue in effect regardless of whether a contract for services is offered and/or entered into by the Parties. Each Party’s obligations under this Agreement will survive termination of this Agreement and will be binding upon such Party’s heirs, successors, and assigns. Each Party’s obligations with respect to all Confidential Information of the other Party will terminate only pursuant to Section 3.

  10. THE DISCLOSING PARTY IS PROVIDING CONFIDENTIAL INFORMATION ON AN “AS IS” BASIS FOR USE BY THE RECEIVING PARTY AT ITS OWN RISK. THE DISCLOSING PARTY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON­INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

  11. This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of Virginia, without giving effect to any conflicts of laws principles that require the application of the law of a different state. Any disputes under this Agreement shall only be brought in the state courts and the Federal courts located in Virginia County, Virginia, and the parties hereby consent to the personal jurisdiction and exclusive venue of these courts.

  12. The Parties agree to bind their respective officers, employees, owners, directors, and agents to the provisions of this Agreement and to take all reasonable measures to protect the secrecy of and avoid disclosure of the Confidential Information and keep it from falling into the public domain. Each Party agrees that it shall be responsible for any breach of this Agreement caused by any of its officers, employees, owners, directors, or agents.

  13. Each Party acknowledges that its breach of this Agreement may cause irreparable damage to the other Party. Notwithstanding anything in this Agreement to the contrary, the Parties agree that the obligations set forth in this Agreement are necessary and reasonable in order to protect the Parties and Covered Persons. The Parties expressly agree that due to the unique nature of the Confidential Information, monetary damages would be inadequate to compensate any Party or Covered Person for any breach of the covenants and agreements set forth in this Agreement. Accordingly, the Parties agree and acknowledge that any such breach or threatened breach shall cause irreparable injury to the Parties and Covered Persons and that, in addition to any other remedies that may be available, in law, in equity or otherwise, any member of the Parties or Covered Person shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by you, without the necessity of proving actual damages.

  14. The parties hereto agree to finally resolve any claims or disputes between them, including, without limitation, any claims or disputes which arise from or relate to this Agreement, any Services or the termination of any Services, and any dispute as to the arbitrability of a matter under this provision, by timely submission of such dispute to mandatory, binding, confidential, final arbitration. Any such arbitration shall be administered by the American Arbitration Association (“AAA”) in Fairfax County, Virginia, including the rules promulgated thereby for expedited arbitration. The arbitration proceedings will allow for discovery based on the rules. The arbitrator shall issue a written decision on the merits. The arbitrator shall have the power to award any remedies available under applicable law. The Parties will share the administrative or hearing fees charged by the arbitrator or AAA equally, and otherwise each Party shall bear its own legal fees and other costs and expenses of arbitration, provided, however, that the arbitrator shall be authorized to award costs and expenses as part of its award. Arbitration as set out herein shall be the sole, exclusive and final remedy for any dispute between the Parties. Any arbitral award hereunder shall be enforceable by any court of competent jurisdiction. The parties hereby waive the right to pursue any class action, collective action, or representative claims against each other to the maximum extent allowed by law.

  15. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

  16. Neither Party will communicate any information to the other Party in violation of the proprietary rights of any third party.

  17. Neither Party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other Party and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void, except that a Party may assign this Agreement without such consent to its successor in interest by way of merger, acquisition, or sale of all or substantially all of its assets. The terms of this Agreement shall be binding upon assignees.

  18. The Receiving Party will not export, directly or indirectly, any information or technical data acquired pursuant to this Agreement, or any products utilizing such data, in violation of the United States export laws or regulations.

  19. All notices or reports permitted or required under this Agreement will be in writing and will be delivered by personal delivery, electronic mail, facsimile transmission or by certified or registered mail, return receipt requested, and will be deemed given upon personal delivery, five (5) days after deposit in the mail, or upon acknowledgment or receipt of electronic transmission. Notices will be sent to the addresses set forth at the end of this Agreement or such other address as either Party may specify in writing.

  20. Each Party agrees that the software programs of the other Party contain valuable confidential information and each Party agrees that it will not modify, reverse engineer, decompile, create other works from, or disassemble any software programs contained in the Confidential Information of the other Party without the prior written consent of the other Party.

  21. This Agreement is the final, complete, and exclusive agreement of the Parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the Parties with respect to such matters. No additions or modifications to this agreement will be effective unless made in writing and executed by both Parties.