Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (this "Agreement") is entered into as of July 17, 2026 (the "Effective Date") by and between:

1. Purpose

The Parties wish to exchange information to evaluate and/or carry out a potential or existing business relationship relating to the Serious Buyer System™ and related lead-scoring, setup, and consulting services (the "Purpose").

2. Confidential Information

"Confidential Information" means any non-public information disclosed by or on behalf of a Discloser to a Recipient, in any form (written, oral, visual, electronic), before or after the Effective Date, that is designated confidential or that a reasonable person would understand to be confidential, including: business plans, pricing, offers and pricing architecture; the Serious Buyer System™ methodology, scoring models, questionnaires, formulas, and templates; client and lead lists and data; marketing strategies and content calendars; financial information; and the terms of any engagement between the Parties.

Confidential Information does not include information that the Recipient can demonstrate: (a) was public at disclosure or becomes public through no fault of the Recipient; (b) was lawfully known to the Recipient without restriction before disclosure; (c) is lawfully received from a third party without duty of confidentiality; or (d) was independently developed without use of or reference to the Discloser's Confidential Information.

3. Obligations of the Recipient

The Recipient will:

• Use Confidential Information solely for the Purpose;
• Protect it with at least the same degree of care it uses for its own confidential information, and no less than reasonable care;
• Not disclose it to anyone except its employees, contractors, and professional advisors who need to know it for the Purpose and who are bound by confidentiality obligations at least as protective as this Agreement (the Recipient remaining responsible for their compliance);
• Not reverse engineer, decompile, or attempt to derive the underlying methodology, formulas, or logic of any tools, scoring systems, or software disclosed;
• Notify the Discloser promptly upon becoming aware of any unauthorized use or disclosure.

4. Compelled Disclosure

The Recipient may disclose Confidential Information to the extent required by law, regulation, or court order, provided it (where legally permitted) gives the Discloser prompt written notice and reasonable cooperation to seek protective treatment, and discloses only the portion legally required.

5. Personal Data

If Confidential Information includes personal data, the Recipient will process it only for the Purpose and in compliance with applicable data-protection laws (including, as applicable, the GDPR/UK GDPR, CCPA/CPRA, and India's DPDP Act 2023). Where the relationship involves ongoing processing of personal data on a Party's behalf, the Parties will enter into a separate Data Processing Agreement.

6. No License; No Obligation

All Confidential Information remains the property of the Discloser. No license or other right (including under any intellectual property) is granted except the limited right to use Confidential Information for the Purpose. Nothing in this Agreement obliges either Party to disclose information or to enter into any further agreement. All Confidential Information is provided "as is," without warranty.

7. Term & Return

This Agreement commences on the Effective Date and continues for two (2) years, unless terminated earlier by either Party on thirty (30) days' written notice. The Recipient's confidentiality obligations survive for three (3) years after disclosure of the relevant information — and, for trade secrets, for as long as the information remains a trade secret under applicable law. Upon the Discloser's written request, the Recipient will promptly return or destroy all Confidential Information and copies (certifying destruction on request), except one archival copy retained solely to comply with law or professional obligations, which remains subject to this Agreement.

8. Remedies

The Parties agree that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which damages are an inadequate remedy, and that the Discloser is entitled to seek injunctive or equitable relief in addition to all other remedies, without the need to post a bond.

9. General

• Governing law & venue: This Agreement is governed by the laws of India; the competent courts of Mumbai, Maharashtra, India have exclusive jurisdiction, without limiting either Party's right to seek injunctive relief elsewhere.
• Entire agreement: This Agreement is the entire agreement regarding confidentiality of the Purpose and supersedes prior discussions on that subject; it may be amended only in writing signed by both Parties.
• Assignment: Neither Party may assign this Agreement without the other's written consent, except to a successor in a merger or sale of substantially all assets.
• No waiver; severability: Failure to enforce any provision is not a waiver; if any provision is unenforceable, the remainder stays in effect.
• Counterparts & e-signature: This Agreement may be executed in counterparts, including by electronic signature, each of which is deemed an original.
• Relationship: The Parties are independent contractors; this Agreement creates no partnership, agency, or joint venture.
• Notices: Written notices go to the addresses above or to buyerintentsystem@gmail.com (for Company) and the Counterparty's email stated below, and are effective on receipt.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.