This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of the Effective Date identified below, among:

(i) PrePass, LLC, a Delaware Limited Liability Company, (referenced herein as "PrePass") having a principal place of business at 101 E. Washington St., Ste 500, Phoenix, Arizona 85004; and

(ii) the party identified below (referenced herein as "Business" and with PrePass or Business referenced herein individually as a "Party" and referenced herein collectively as the "Parties").

WHEREAS, each disclosing Party desires to disclose to each receiving Party, and each receiving Party desires to receive from each disclosing Party, information as identified below (referenced herein as the "Confidential Information") of the disclosing Party for the purpose identified below (referenced herein as the "Purpose"); and

WHEREAS, in connection with disclosing its Confidential Information, each disclosing Party requires this Agreement.

Purpose: The purpose is for the Parties to exchange Confidential Information with each other in order to determine whether to enter into a mutual business relationship with each other. During the course of the discussions and any potential or ongoing business relationship it is likely that Confidential Information will be exchanged by the Parties and made available from time to time to each other by or on behalf of PrePass and/or its Affiliates, and/or Representatives and the Business and/or its Affiliates and/or their Representatives for the purpose of evaluating, considering, negotiating, and if applicable, entering into the business relationship.

Definitions: "Affiliate" means any current and future entity that controls or is controlled by or under common control with a person, where "control" or its derivatives means the direct or indirect possession, by ownership or contract, of the power (i) to elect the majority of the directors or persons performing similar functions or (ii) to control the management and policies in such company. "Representatives" of a person means any of its or its Affiliate's officer, employee, director, board or committee member and all professional advisers (including without limitation, lawyers, accountants and financial advisers) of such person. A "person" shall be construed to include individuals, partnerships, limited liability companies, joint ventures, trusts, estates, associations, firms, companies, corporations, governmental bodies, and other entities or organizations.

Confidential Information: The existence and subject matter of this Agreement and the evaluation contemplated by this Agreement, and all information and data concerning trade secrets, business, customers, employees, vendors, relationships with third parties, contract terms, current or future products, current or future services, financial affairs, business methods, methods of conducting or obtaining business, marketing plans or strategies, current or future business opportunities, technical and financial information, software programs (including source and object codes), data, techniques, concepts, systems, procedures, know-how, inventions, licenses, and other information of every kind that relates to the business or technology of the Disclosing Party, its Affiliates and/or Representatives, irrespective of the form of communication, provided only that it is (a) marked as confidential, (b) identified as confidential at the time of disclosure or within ten (10) business days thereafter, or (c) disclosed in circumstances that would lead a reasonable person to believe such information is confidential.

NOW, THEREFORE, in order to induce each disclosing Party, and as applicable, its Affiliates and Representatives (the "Disclosing Party") to disclose such Confidential Information to each receiving Party and as applicable, its Affiliates and Representatives (the "Receiving Party"), and for other consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties do hereby agree as follows:

1. This Agreement shall have a term of one (1) year from the Effective Date and shall automatically expire at the end of such one (1) year term. This Agreement may be terminated by any Party at any time upon ten (10) business days' written notice to the other Parties. The Parties' obligations under this Agreement will survive any expiration or termination of the Agreement and will continue to be binding upon each Party (and its heirs, successors and assigns) for as long as the Disclosing Party keeps the Confidential Information as confidential.

2. Each Receiving Party agrees: (a) to maintain the Confidential Information of the Disclosing Party in confidence, and to take all precautions to protect such Confidential Information of the Disclosing Party as the Receiving Party employs with respect to its most confidential materials, but in no case less than reasonable precautions; (b) not to use or reproduce the Confidential Information of the Disclosing Party in any manner or form, except for the sole purpose of accomplishing the Purpose set forth above; (c) not to disclose or permit the disclosure of any Confidential Information of the Disclosing Party, or any information derived therefrom, to any entity or third person, except to those of the Receiving Party's Representatives who have a legitimate "need to know" for purposes of accomplishing the Purpose, and who have agreed to be bound to terms not less restrictive than those in this Agreement; and (d) not to reverse engineer, decompile, or otherwise attempt to derive the composition or underlying information, structure or ideas, of the Confidential Information of the Disclosing Party. The Parties further acknowledge and agree that PrePass shall be allowed to discuss, exchange, disclose Proprietary Information that is obtained through the activities covered by this Agreement with its sole managing member, the PrePass Safety Alliance (the "Alliance") in accordance with the terms and conditions of this Agreement.

3. Each Receiving Party's obligations under Section 2 will cease to apply as to any Confidential Information of the Disclosing Party (and only as to such Confidential Information of the Disclosing Party) that the Receiving Party can document: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; or (c) is, or through no fault of the Receiving Party, has become, generally available to the public, but a single item of the Confidential Information of the Disclosing Party that is made of individual pieces of information in one or more of Subsections 3(a) through 3(c) shall still be considered the Confidential Information of the Disclosing Party if all of those individual pieces of information that form the single item of the Confidential Information of the Disclosing Party are not within a single one of Subsections 3(a) through 3(c) in exactly the same arrangement and relationship to one another as in that single item of the Confidential Information of the Disclosing Party.

4. Each Receiving Party may disclose the Confidential Information of the Disclosing Party solely to the extent that such disclosure is required by law or by a valid order of a court of competent jurisdiction or an authorized administrative body, provided that, unless precluded from doing so by such law, order or regulatory matter, the Receiving Party notifies the Disclosing Party in writing and in advance of such required disclosure, and cooperates with the Disclosing Party in any lawful action to contest or limit the scope of such required disclosure.

5. Upon written request by the Disclosing Party at any time (including expiration or termination of this Agreement), each Receiving Party will return to the Disclosing Party, or, at the written request of the Disclosing Party, will destroy, all Confidential Information of the Disclosing Party and all documents or media containing any such Confidential Information of the Disclosing Party and any and all copies or extracts thereof. Upon the request of the Disclosing Party, each Receiving Party or an officer or director of the Receiving Party will certify in writing to such return or destruction.

6. Each Receiving Party recognizes and agrees that: (a) nothing contained in this Agreement shall be construed as granting the Receiving Party any property rights, by license or otherwise, to any Confidential Information of the Disclosing Party, or to any intellectual property rights therein, related thereto, or derived therefrom; (b) the Confidential Information of the Disclosing Party, any reproductions or compilations thereof, or any derivations therefrom, shall remain the property of the Disclosing Party; (c) any reproductions or compilations of the Confidential Information of the Disclosing Party shall contain any and all confidential or proprietary notices or legends that appear on the original; (d) the Receiving Party shall not make, have made, or sell for any purpose any product, service, or other item using, incorporating or derived from the Confidential Information of the Disclosing Party; and (e) the Receiving Party shall not use, for any purpose other than the Purpose set forth above, any product, service, or other item using, incorporating or derived from the Confidential Information of the Disclosing Party.

7. Each Receiving Party acknowledges and agrees that nothing herein: (a) requires the disclosure of any Confidential Information of the Disclosing Party, which shall be disclosed, if at all, solely at the option of the Disclosing Party; or (b) requires the Disclosing Party to proceed with any business relationship, transaction or agreement in connection with which the Confidential Information of the Disclosing Party may be disclosed.

8. In providing any of its Confidential Information hereunder, each Disclosing Party makes no representations, either express or implied, as to the Confidential Information's adequacy, sufficiency, or freedom from defect of any kind, including freedom from any patent infringement that may result from the use of such Confidential Information, nor shall any Party, its Affiliates or Representatives, incur any liability or obligation whatsoever by reason of such Confidential Information. All Confidential Information provided by the Disclosing Party is provided "AS IS".

9. Each Receiving Party acknowledges and agrees that due to the unique nature of the Confidential Information of the Disclosing Party, there may be no adequate remedy at law for any breach of the Receiving Party's obligations hereunder, that any such breach or any unauthorized use or release of any Confidential Information of the Disclosing Party may allow the Receiving Party or third parties to unfairly compete with the Disclosing Party, resulting in irreparable harm to the Disclosing Party, and therefore, that upon any such breach or any threat thereof, the Disclosing Party, in addition to whatever remedies that the Disclosing Party might have at law or in inequity, shall be entitled to obtain appropriate equitable relief without the need to post a bond. Further, the Disclosing Party shall be entitled to be indemnified by each Receiving Party from any loss or harm, including, without limitation, reasonable attorneys' fees, expert witness fees, and out-of-pocket costs, in connection with any breach or enforcement of the Receiving Party's obligations hereunder or the unauthorized use or release of any such Confidential Information of the Disclosing Party. Each Receiving Party shall immediately notify the Disclosing Party upon discovery of any loss or unauthorized use or release of any Confidential Information of the Disclosing Party. All remedies hereunder are cumulative of any and all remedies existing at law or in equity.

10. This Agreement is entered under and will be governed by the laws of the State of Arizona without regard to the conflicts of law principles thereof. Any action or proceeding arising from or relating to this Agreement must be brought in a state or federal court in Phoenix, Arizona (or any court having jurisdiction over the state or federal courts located in Phoenix, Arizona), and the Parties irrevocably submit to the jurisdiction and venue.

11. This Agreement supersedes all prior discussions and writings and constitutes the entire agreement among the Parties with respect to the subject matter hereof. If an ambiguity or a question of contract interpretation arises, no provision of this Agreement shall be construed based on any particular Party having drafted this Agreement or such provision. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.

12. No failure or delay in enforcing any right will be deemed a waiver. Any waiver shall be for only the specific occurrence waived and shall not apply to any subsequent occurrence. No waiver or modification of this Agreement will be binding upon any Party unless made in writing and signed by a duly authorized representative of such Party.

13. No Party may assign, delegate or transfer this Agreement or any rights or obligations under this Agreement without the express prior written consent of the other Parties, and any attempted or purported assignment in violation of the foregoing will be null and void and without force or effect. This Agreement shall inure to the benefit of and be binding upon the Parties, their successors and assigns.

14. All notices or reports permitted or required under this Agreement shall be in writing, delivered by personal delivery, electronic mail, facsimile transmission or by certified or registered mail, return receipt requested, and shall be deemed given upon personal delivery, five (5) business days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission. Notices shall be sent to the addresses set forth in the introductory paragraph of this Agreement or such other address of which a Party has notified the other Parties in writing.

15. This Agreement may be executed in one or more counterparts, each of which is an original, and all of which together are the same instrument. Delivery of a signed Agreement by reliable electronic means, including facsimile or email, shall be an effective method of delivering the executed Agreement. This Agreement may be stored by electronic means and either an original or an electronically stored copy of this Agreement can be used for all purposes, including in any proceeding to enforce the rights and/or obligations of the Parties.

By filling out the form, the agreement is executed.

v02.19.2025  |  CONFIDENTIAL