Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (this “Agreement”) is entered into as of the date last signed below (the “Effective Date”) between Kiln HR LLC d/b/a Marshal, a Virginia limited liability company with its principal place of business at [EDIT: registered address](“Marshal”), and the entity or individual identified in the signature block below (“Counterparty,” and together with Marshal, the “Parties”).

1. Purpose

The Parties wish to explore a potential business relationship involving the Marshal workplace investigation platform (the “Purpose”). In connection with that exploration, each Party may disclose to the other certain non-public, proprietary, or confidential information. This Agreement sets out the terms governing such disclosures.

2. Definition of Confidential Information

“Confidential Information” means any information disclosed by one Party (the “Disclosing Party”) to the other (the “Receiving Party”) in connection with the Purpose that (a) is marked as “confidential” or “proprietary” at the time of disclosure, (b) is disclosed orally and identified as confidential at the time of disclosure and confirmed in writing within [EDIT: 30] days, or (c) a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information includes, without limitation: product roadmaps and technical specifications; pricing, business, and financial information; personnel and HR investigation data; and the terms of any commercial proposal or negotiation between the Parties.

2.1 Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate: (a) was publicly known at the time of disclosure or later becomes publicly known through no act or omission of the Receiving Party; (b) was rightfully in the Receiving Party’s possession before the Effective Date without restriction; (c) was rightfully disclosed to the Receiving Party by a third party without restriction; or (d) was independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

3. Obligations

3.1 Non-Disclosure

Each Receiving Party shall: (a) hold the Disclosing Party’s Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose the Confidential Information to any third party except as permitted in Section 3.2; and (c) use the Confidential Information solely for the Purpose.

3.2 Permitted Disclosures

A Receiving Party may disclose Confidential Information to its employees, contractors, advisors, and legal or financial representatives who (a) have a need to know the information for the Purpose, and (b) are bound by confidentiality obligations no less protective than those in this Agreement. The Receiving Party remains liable for any breach by those individuals.

3.3 Legal Compulsion

If a Receiving Party is compelled by law, regulation, or court order to disclose Confidential Information, it shall, to the extent permitted by law: (a) provide the Disclosing Party with prompt prior written notice; (b) reasonably cooperate with the Disclosing Party’s efforts to seek a protective order or other appropriate relief; and (c) disclose only that portion of the Confidential Information that is legally required to be disclosed.

4. No License

Nothing in this Agreement grants either Party any right, license, or ownership interest in the other Party’s Confidential Information, intellectual property, or other proprietary rights. All Confidential Information remains the property of the Disclosing Party.

5. Return or Destruction

Upon written request by the Disclosing Party, or upon expiration or termination of this Agreement, the Receiving Party shall promptly return or, at the Disclosing Party’s option, certify the destruction of all Confidential Information in its possession or control. Notwithstanding the foregoing, the Receiving Party may retain copies required by applicable law or its standard record-retention policy, provided such copies remain subject to this Agreement’s obligations.

6. Term

This Agreement commences on the Effective Date and continues for a period of [EDIT: two (2) years] unless earlier terminated by either Party upon [EDIT: 30 days]’ written notice. The obligations of confidentiality survive termination for a period of [EDIT: three (3) years] following the date of each disclosure, or for so long as the information constitutes a trade secret under applicable law, whichever is longer.

7. Remedies

Each Party acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, either Party may seek equitable relief, including injunction or specific performance, without the requirement to post bond or other security and without prejudice to any other rights or remedies available at law or in equity.

8. No Warranty

All Confidential Information is provided “as is.” The Disclosing Party makes no representation or warranty, express or implied, as to the accuracy or completeness of any Confidential Information. Neither Party shall be liable for any damages arising from the other Party’s reliance on the Confidential Information, except in the event of willful misconduct.

9. Governing Law; Dispute Resolution

This Agreement is governed by the laws of the [EDIT: Commonwealth of Virginia], without regard to its conflict-of-laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by [EDIT: binding arbitration administered by JAMS in [City, Virginia], or litigation in the state or federal courts located in [City], Virginia — choose one and delete the other]. Each Party irrevocably consents to the exclusive jurisdiction and venue of those courts.

10. General

• Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior oral or written understandings on that subject.
• Amendment. No modification is effective unless signed in writing by an authorized representative of each Party.
• Waiver. Failure to enforce any provision of this Agreement is not a waiver of future enforcement.
• Severability. If any provision is unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and all remaining provisions remain in full force.
• Counterparts. This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
• No Obligation. This Agreement does not obligate either Party to enter into any further agreement, complete any transaction, or share any particular information.

11. Signature

By signing below (or by exchanging executed counterparts), each Party agrees to be bound by this Agreement.

Signed copies may be delivered to legal@marshal.to or via DocuSign at the link provided by your Marshal account representative.