Mutual Non-Disclosure Agreement

“Confidential Information” means any and all non-public information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Recipient”) in connection with the Purpose, whether disclosed in writing, orally, visually, electronically, or in any other form, including without limitation: proprietary technology; business strategies and plans; financial data and pricing; customer and supplier lists; research methodologies and processes; intellectual property; and — with particular emphasis — any materials uploaded to the Platform by Customer, including concept designs, advertising creatives, packaging artwork, product prototypes, brand assets, research briefs, RFPs, competitive analyses, and any other creative or strategic materials (“Uploaded Materials”). Information disclosed in writing or other tangible form shall be marked “Confidential” or with similar language; if disclosed orally or visually, it shall be identified as confidential at the time of disclosure. Regardless of marking, information that should reasonably be understood as confidential given its nature or the circumstances of disclosure shall also constitute Confidential Information.

“Confidential Information” shall notinclude information that: (a) is or becomes part of the public domain through no act or omission of the Recipient; (b) was lawfully known to the Recipient prior to disclosure and was not subject to any confidentiality obligation; (c) is lawfully received by the Recipient from a third party not subject to any confidentiality obligation with respect to such information; (d) is approved in writing by the Disclosing Party for release; (e) is independently developed by the Recipient without use of or reference to the Disclosing Party's Confidential Information; or (f) is required to be disclosed by law or court order, subject to Section 5.

“Platform” means Autograph's AI-native market research and insights platform, including all associated tools, interfaces, APIs, and services.

Each Recipient agrees to: (i) hold the Disclosing Party's Confidential Information in strict confidence; (ii) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent; (iii) use Confidential Information solely for the Purpose; and (iv) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar sensitivity, but in no event less than reasonable care.

With respect to Uploaded Materials in particular: the Company shall not share, display, reproduce, publish, or otherwise disclose any Uploaded Materials to any third party for any purpose other than providing or improving the Services for the Customer. Uploaded Materials will not be used to train any AI model accessible to third parties or shared with any panel partner, subcontractor, or affiliate in an identifiable form without the Customer's prior written consent.

The Recipient may disclose Confidential Information to its employees, contractors, and professional advisors who have a genuine need to know such information for the Purpose, provided that: (i) such individuals are bound by confidentiality obligations at least as protective as those set out in this Agreement; and (ii) the Recipient remains liable for any breach by such individuals.

The Recipient shall promptly notify the Disclosing Party upon becoming aware of any unauthorized access to, use of, or disclosure of Confidential Information, and shall cooperate fully with the Disclosing Party in mitigating any harm resulting from such unauthorized disclosure.

Each Recipient shall use the Disclosing Party's Confidential Information solely to evaluate or fulfil the Purpose and for no other purpose whatsoever.

The Company may use Uploaded Materials and other Customer Confidential Information to: (i) scope, design, and deliver market research services for the Customer; (ii) programme and field surveys on the Customer's behalf; and (iii) generate analysis, reports, and insights as agreed in the applicable Statement of Work. The Company shall not use Uploaded Materials for any other purpose, including internal product development, marketing, or demonstration, without the Customer's express written consent.

Nothing in this Agreement obligates either Party to proceed with any transaction, enter into any further agreement, or continue any discussions. Unless and until a definitive agreement (such as a Statement of Work) is executed, neither Party shall have any legal obligation with respect to the Purpose other than the confidentiality obligations set out herein.

No licence or right is granted by either Party under any patent, copyright, trade secret, trademark, or other intellectual property right by virtue of this Agreement. All Confidential Information remains the property of the Disclosing Party.

If a Recipient is required by law, regulation, or court order to disclose any Confidential Information, it shall, to the extent permitted by law: (i) provide the Disclosing Party with prompt prior written notice of such requirement; (ii) cooperate with the Disclosing Party in seeking a protective order or other appropriate relief; and (iii) disclose only that portion of the Confidential Information that it is legally required to disclose, and use commercially reasonable efforts to ensure that any such disclosure is treated confidentially.

Upon the Disclosing Party's written request, or upon termination of this Agreement, the Recipient shall promptly return or destroy (at the Disclosing Party's election) all copies of Confidential Information in any medium in its possession or control, and shall certify in writing that it has done so. Notwithstanding the foregoing, the Recipient may retain archival copies of Confidential Information as required by applicable law or regulation, subject to the confidentiality obligations of this Agreement.

With respect to Uploaded Materials specifically, the Company shall delete or securely destroy all Customer Uploaded Materials within thirty (30) days of a written request from the Customer, unless the Company is required to retain such materials by applicable law.

All Confidential Information is provided “as is.” The Disclosing Party makes no representations or warranties, express or implied, with respect to the accuracy, completeness, merchantability, fitness for a particular purpose, or non-infringement of its Confidential Information. The Disclosing Party shall have no liability to the Recipient arising out of or relating to the Recipient's use of Confidential Information.

Each Party acknowledges that any unauthorized disclosure or use of Confidential Information may cause immediate and irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek temporary and permanent injunctive relief and specific performance to prevent any actual or threatened unauthorized disclosure or use of Confidential Information, without the necessity of posting a bond or other security, in addition to any other remedies available at law or in equity.

This Agreement shall become effective upon the Customer's first access to or use of the Platform, and shall continue until terminated by either Party upon thirty (30) days' prior written notice, or until superseded by a definitive agreement that addresses confidentiality between the Parties.

The confidentiality obligations set out in this Agreement shall survive termination or expiration for a period of five (5) years from the date of disclosure of the applicable Confidential Information, except that obligations with respect to trade secrets shall survive indefinitely.

Governing Law & Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without giving effect to its conflict of law provisions. Each Party irrevocably submits to the exclusive jurisdiction of the courts of the State of New Jersey, and waives any objection to such jurisdiction or venue.

Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party; provided that the Company may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, representations, and agreements relating to confidentiality between the Parties. Amendments must be in writing and signed by both Parties.

Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Any invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.

No Waiver.Failure by either Party to enforce any provision of this Agreement shall not constitute a waiver of such Party's right to enforce that provision or any other provision in the future.

Counterparts & Electronic Acceptance. This Agreement may be executed by electronic means, including by a click-through or online acceptance mechanism, and such electronic acceptance shall be as binding and enforceable as a handwritten signature. Use of the Platform constitutes acceptance of this Agreement.