Non-Disclosure Agreement

This Non-Disclosure Agreement ("Agreement") is entered into as of _________________ ("Effective Date") between AttackRadar Inc., a Delaware corporation ("Disclosing Party") and the undersigned party ("Receiving Party").

1. Definition of Confidential Information

"Confidential Information" means any and all non-public information, in any form or medium, disclosed by the Disclosing Party to the Receiving Party, including but not limited to: trade secrets, proprietary software and algorithms, threat intelligence methodologies, business plans, financial information, customer data, technical specifications, product roadmaps, security architecture, research findings, and any other information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. Obligations of Receiving Party

The Receiving Party agrees to:

• Hold all Confidential Information in strict confidence and protect it with at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care;
• Use the Confidential Information solely for the purpose of evaluating or engaging in a business relationship with the Disclosing Party (the "Purpose");
• Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those in this Agreement;
• Promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information.

3. Exclusions from Confidential Information

Confidential Information does not include information that:

• Is or becomes publicly available through no fault or action of the Receiving Party;
• Was rightfully in the Receiving Party's possession before receipt from the Disclosing Party, without restriction on disclosure;
• Is independently developed by the Receiving Party without use of or reference to the Confidential Information;
• Is rightfully obtained from a third party without restriction on disclosure;
• Is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt notice to the Disclosing Party to allow them to seek a protective order.

4. Term and Termination

This Agreement shall remain in effect for a period of two (2) years from the Effective Date, unless earlier terminated by either party upon thirty (30) days' written notice. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years from the date of disclosure of each item of Confidential Information.

5. Return or Destruction of Information

Upon termination of this Agreement or upon written request by the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information in its possession, including all copies, notes, summaries, and derivative works. The Receiving Party shall certify in writing that it has complied with this obligation within fifteen (15) days of such request or termination.

6. No License

Nothing in this Agreement grants the Receiving Party any right, title, interest, license, or ownership in the Confidential Information. All Confidential Information remains the exclusive property of the Disclosing Party.

7. No Warranty

ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." THE DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, OR PERFORMANCE OF ANY CONFIDENTIAL INFORMATION.

8. Remedies

The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to any other remedies available at law or in equity.

9. Miscellaneous

• Governing Law: This Agreement shall be governed by the laws of the State of Delaware, United States.
• Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements.
• Amendment: This Agreement may only be amended or modified by a written instrument signed by both parties.
• Waiver: No waiver of any provision shall be deemed a waiver of any other provision, nor shall any waiver constitute a continuing waiver.
• Assignment: Neither party may assign this Agreement without the prior written consent of the other party.
• Severability: If any provision is found to be unenforceable, the remaining provisions shall continue in full force and effect.