EndLayer Mutual Non-Disclosure Agreement

1.Confidential Information

EndLayer may disclose to Counterparty, and Counterparty may disclose to EndLayer, certain confidential, proprietary, or non-public information and materials relating to, among other things, artificial intelligence technologies, AI discovery, monitoring and governance platforms (including EndLayer), device and endpoint monitoring, AI agent and tool inventory, security posture assessment, and policy grading methodologies, AI risk analysis, oversight and mitigation practices, current and prospective AI use cases, technical capabilities, business strategies, products, services, pricing, operations, research, data, documentation, and any other related information (collectively, whether disclosed by EndLayer or Counterparty, the “Confidential Information”). Such Confidential Information shall be disclosed solely for the purpose of evaluating, discussing, or pursuing a potential business relationship, collaboration, transaction, or other commercial engagement between the Parties and their respective Affiliates (the “Purpose”).

Any disclosure of Confidential Information to Recipient by (a) Discloser, its Representatives or any of its Affiliates and their Representatives or (b) any unaffiliated third party at the request of Discloser shall be deemed to be a disclosure made by Discloser under this Agreement. For the purposes of this Agreement, the party disclosing Confidential Information is referred to as “Discloser” and the party receiving the Confidential Information is referred to as “Recipient”. “Representatives” means the directors, officers, employees and advisors of a Party. An entity is an “Affiliate” of a Party if it is a company, whether a corporation or other business entity, that is controlling, controlled by, or under common control with that Party.

2.Confidentiality

In consideration of Discloser’s disclosure of Confidential Information, Recipient shall:

(a) make use of any Confidential Information disclosed by Discloser exclusively for the Purpose;

(b) not disclose such Confidential Information to third parties; and

(c) take all reasonable precautions to prevent disclosure of such Confidential Information to third parties.

Recipient may only provide Discloser’s Confidential Information to its Representatives and its Affiliates who (a) need it for the Purpose, (b) are informed of the confidential nature of the Confidential Information, and (c) are bound by obligations of confidentiality and non-use no less restrictive than those contained herein. Recipient shall be responsible for any breach of this Agreement by its Representatives, which shall be considered a breach by Recipient.

3.Exceptions

The obligations of Recipient under clause 2 shall not apply to any part of Discloser’s Confidential Information which Recipient can demonstrate:

(a) is (at the time of disclosure) or becomes (after the time of disclosure) known to the public through no breach of this Agreement by Recipient;

(b) is disclosed to Recipient or any of its Affiliates by a third party who is entitled to disclose it without breaching a confidentiality obligation to Discloser or any of its Affiliates;

(c) as shown by written records, was known to, or was in the possession of, Recipient or any of its Affiliates prior to the time of disclosure by Discloser; or

(d) as shown by written records, is developed by Recipient or any of its Affiliates independently of any Confidential Information disclosed under this Agreement.

4.Required Disclosures

Recipient may disclose Discloser’s Confidential Information if compelled to do so by a court, administrative agency or other tribunal of competent jurisdiction, provided that in such case Recipient shall provide prompt written notice to Discloser so that it may seek a protective order or other remedy from that court or tribunal, and Recipient shall only disclose that portion of the Confidential Information that, in the opinion of its legal counsel, is required to be disclosed.

5.Return or Destruction of Confidential Information

Upon written request from Discloser, Recipient shall return to Discloser or, at Recipient’s option, destroy all Confidential Information (including copies and extracts) of Discloser within thirty (30) days of receipt of that request; provided that Recipient may retain a copy of the Confidential Information for the purposes of complying with any legal obligations, and subject to any copies remaining on Recipient’s standard computer back-up devices, which copies Recipient agrees not to access after termination.

6.Term

This Agreement shall expire five (5) years from the Effective Date.

7.No Representations

Discloser does not make, and expressly disclaims, any representation or warranty (express or implied) with respect to the Confidential Information, including any warranty of merchantability, fitness for a particular purpose, non-infringement, or as to the accuracy or completeness of the Confidential Information. Recipient shall assume full responsibility for all conclusions it derives from the Confidential Information, and neither Discloser nor any of its Affiliates shall have any liability hereunder with respect to the Confidential Information or its use by Recipient.

8.Ownership

All Confidential Information will remain the property of its Discloser. This Agreement does not, and shall not be construed to, grant Recipient any right (patent or otherwise) or licence to use Discloser’s Confidential Information for any purpose other than the Purpose, in accordance with this Agreement.

9.Relationship

Except to the extent required by law, neither Party shall disclose to any third party the terms of this Agreement, nor the existence or subject matter of the negotiations or business relationship contemplated under this Agreement. The execution and performance of this Agreement does not obligate either Party to negotiate or enter into any other agreement, and neither Party shall have any authority or power to bind or obligate the other Party.

10.Governing Law

This Agreement shall be governed by and construed under the laws of England and Wales, without giving effect to its conflict of laws provisions. Any disputes arising between the Parties relating to this Agreement shall be subject to the exclusive jurisdiction and venue of the courts located in England (without restricting any right of appeal).

11.Injunctive Relief

The Parties understand and agree that monetary damages may not be a sufficient remedy for breach of this Agreement, and that Discloser will be entitled to seek equitable relief, including injunction and specific performance, for any such breach. Nothing in this Agreement limits Discloser’s right to any other remedies available at law, including the recovery of damages for breach of this Agreement.

12.Entire Agreement

This Agreement constitutes the entire understanding between the Parties with respect to its subject matter and supersedes any other prior arrangements as to the Confidential Information. This Agreement is binding upon the Parties and their successors.

13.Assignment

This Agreement shall not be assignable by either Party without the prior written consent of the other Party.

14.Severability

If any provision of this Agreement is held to be illegal, invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement otherwise remains in full force and effect.

15.Modification and Waiver

No waiver or modification of this Agreement shall be binding on either Party unless made in writing and signed by both Parties, and no failure or delay in enforcing any right shall be deemed a waiver.

16.Counterparts

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

17.Notices

Any notice required or authorised to be served under this Agreement shall be deemed properly served if delivered by hand, sent by registered or certified mail, or sent by fax or email and confirmed by registered or certified mail, to the Party to be served at the address specified by that Party for that purpose or, if none is specified, at the address given at the head of this Agreement. Notices sent by post shall be deemed delivered within seven days of posting. Notices sent by fax or email shall be deemed delivered within 24 hours of transmission.

IN WITNESS WHEREOF, the Parties, intending to be bound, have caused this Agreement to be executed by their duly authorised representatives.