Mutual Non-Disclosure Agreement

Confidential · Mutual NDA · v.260919 · Quest 2 Excel, Inc., dba Propelon

This Mutual Non-Disclosure Agreement (this “Agreement”) is entered into as of the date of acceptance below (the “Effective Date”) by and between Quest 2 Excel, Inc. (dba Propelon), a California corporation (“Company”), and the undersigned counterparty (“Counterparty”). Company and Counterparty are each a “Party” and, collectively, the “Parties.” Because information may flow in both directions, each Party may act as a disclosing party (the “Disclosing Party”) and as a receiving party (the “Receiving Party”) of Confidential Information.

The Parties wish to explore a potential business relationship — including an evaluation of the Propelon platform, a design-partner engagement, a security or procurement review, a partnership, an investment, or another commercial transaction (the “Purpose”) — and, in connection therewith, may disclose certain confidential and proprietary information to one another. The Parties enter into this Agreement to protect such information and, intending to be legally bound, agree as follows:

1. Confidential Information. “Confidential Information” means any non-public information disclosed by or on behalf of the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, visually, or by any other means, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation: business and product plans, strategies, and roadmaps; financial information, pricing, and projections; customer, prospect, partner, investor, and supplier information; AI initiative portfolios, business cases, gate decisions, adoption and value data, and the telemetry behind them; designs, specifications, architectures, source code, models, prompts, agents, datasets, algorithms, and technical know-how; security documentation, assessment reports, and questionnaire responses; trade secrets within the meaning of the California Uniform Trade Secrets Act (Cal. Civ. Code § 3426 et seq.); go-to-market and marketing plans; and the existence and terms of this Agreement and of the discussions between the Parties.
2. Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by competent written evidence: (a) was rightfully known to it, without restriction, before receipt from the Disclosing Party; (b) is or becomes publicly available through no act or omission of the Receiving Party; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed by the Receiving Party without use of, or reference to, the Disclosing Party’s Confidential Information.
3. Obligations. The Receiving Party shall: (a) use the Confidential Information solely for the Purpose; (b) hold the Confidential Information in strict confidence and protect it using at least the same degree of care it uses to protect its own confidential information of like importance, and in no event less than a reasonable degree of care; (c) not disclose Confidential Information to any third party except to its officers, directors, employees, agents, advisors, and representatives (collectively, “Representatives”) who have a need to know for the Purpose and who are bound by confidentiality obligations no less protective than those in this Agreement; (d) not input Confidential Information into any third-party AI system or service that trains on, retains, or exposes such inputs, except one contractually bound to obligations no less protective than this Agreement; and (e) remain responsible for any act or omission of its Representatives that would constitute a breach of this Agreement if committed by the Receiving Party.
4. Compelled Disclosure. If the Receiving Party is required by law, regulation, or valid legal process to disclose Confidential Information, it may do so; provided that, to the extent legally permitted, it gives the Disclosing Party prompt prior written notice and reasonable cooperation (at the Disclosing Party’s expense) so that the Disclosing Party may seek a protective order or other appropriate remedy, and the Receiving Party discloses only that portion of the Confidential Information that it is legally required to disclose.
5. No License; No Warranty. All Confidential Information remains the property of the Disclosing Party. No license or other right, by implication or otherwise, is granted under any patent, copyright, trademark, trade secret, or other intellectual property right, except the limited right to use the Confidential Information for the Purpose. All Confidential Information is provided “AS IS,” and the Disclosing Party makes no representation or warranty as to its accuracy or completeness.
6. No Obligation to Proceed. Nothing in this Agreement obligates either Party to proceed with any transaction, engagement, or business relationship, and each Party reserves the right, in its sole discretion, to terminate discussions concerning the Purpose at any time. Nothing in this Agreement restricts either Party from independently developing products, services, or ideas, provided it does so without use of the other Party’s Confidential Information.
7. Term; Survival. This Agreement governs Confidential Information disclosed during the period beginning on the Effective Date and continuing for two (2) years thereafter (the “Term”), unless earlier terminated by either Party upon thirty (30) days’ prior written notice. The Receiving Party’s obligations with respect to Confidential Information survive for three (3) years following the date of disclosure; provided, however, that with respect to any Confidential Information that constitutes a trade secret, those obligations continue for so long as such information remains a trade secret under applicable law.
8. Return or Destruction. Upon the Disclosing Party’s written request or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information in its possession or control and, upon request, certify such destruction in writing; provided that the Receiving Party may retain one archival copy and copies contained in routine electronic backups, solely for legal-compliance and record-retention purposes, which copies remain subject to the confidentiality obligations of this Agreement.
9. Remedies; Injunctive Relief. The Parties acknowledge that the unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to all other remedies available at law or in equity, the Disclosing Party is entitled to seek injunctive and other equitable relief to enforce this Agreement, without the necessity of posting a bond. Nothing in this Agreement shall be construed to restrain any person from engaging in a lawful profession, trade, or business in violation of California Business and Professions Code § 16600.
10. Governing Law; Venue. This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws principles. The Parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Santa Clara County, California, for any dispute arising out of or relating to this Agreement, and waive any objection to such forum.
11. General. This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous understandings, whether written or oral. It may be amended only by a writing signed by both Parties, and no waiver is effective unless in writing and signed by the waiving Party. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to render it enforceable, and the remaining provisions shall remain in full force and effect. Neither Party may assign this Agreement without the other Party’s prior written consent, except to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets. This Agreement may be executed in counterparts, including by electronic or click-through signature, each of which is deemed an original and all of which together constitute one and the same instrument. The Parties consent to transact by electronic means and agree that acceptance through this page constitutes a valid electronic signature under the California Uniform Electronic Transactions Act (Cal. Civ. Code § 1633.1 et seq.) and the federal E-SIGN Act (15 U.S.C. § 7001 et seq.).

Confidential · Mutual NDA · v.260919 · © 2026 Quest 2 Excel, Inc., dba Propelon · Electronic acceptance constitutes a valid signature under Cal. Civ. Code § 1633.1 et seq. and 15 U.S.C. § 7001 et seq.