Non-Disclosure Agreement

This Non-Disclosure Agreement ("Agreement") is entered into by and between Huber Software LLC ("Company") and the undersigned party ("Contractor").

1. Definition of Confidential Information

"Confidential Information" means any and all information or data disclosed by the Company to the Contractor, whether orally, in writing, electronically, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. This includes, but is not limited to:

• Technical data, trade secrets, know-how, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, and hardware configuration information;
• Business information including financial information, costs, pricing, business plans, marketing plans, and strategies;
• Information about employees, contractors, and third-party relationships;
• Any other information that would reasonably be considered confidential or proprietary.

2. Obligations of Receiving Party

The Contractor agrees to:

• Hold and maintain the Confidential Information in strict confidence;
• Not disclose Confidential Information to any third parties without prior written consent from the Company;
• Use the Confidential Information solely for the purpose of performing services for the Company;
• Protect the Confidential Information using the same degree of care used to protect their own confidential information;
• Promptly notify the Company of any unauthorized use or disclosure of Confidential Information.

3. Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the Contractor;
• Was rightfully in the Contractor's possession prior to disclosure by the Company;
• Is independently developed by the Contractor without use of the Confidential Information;
• Is rightfully obtained by the Contractor from a third party without restriction on disclosure.

4. Term

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

5. Return of Information

Upon termination of this Agreement or upon request by the Company, the Contractor shall promptly return or destroy all Confidential Information and any copies thereof, and shall certify in writing that such return or destruction has been completed.

6. No License

Nothing in this Agreement grants the Contractor any rights in or to the Confidential Information, except the limited right to use such information solely for the purpose of performing services for the Company.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of laws principles.

8. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, or agreements relating thereto.