Mutual Nondisclosure Agreement

The Parties intend to exchange information so that Leatherwood can evaluate, quote, and perform contract manufacturing work for Company (the “Purpose”).

“Confidential Information” means information a Party (the “Disclosing Party”) discloses to the other (the “Receiving Party”) in connection with the Purpose, in any form, that is marked confidential or that a reasonable person in the manufacturing trade would understand to be confidential. It includes drawings, models, specifications, part and assembly data, process and inspection methods, pricing, quotations, costs, capacity, customer and supplier identities, business plans, and the fact and terms of the Parties' discussions.

Confidential Information does not include information that the Receiving Party can show:

• is or becomes publicly available through no fault of the Receiving Party;
• was known to the Receiving Party without restriction before disclosure;
• was independently developed by the Receiving Party without use of the Disclosing Party's information;
• was received from a third party without a duty of confidentiality; or
• must be disclosed by law or court order, provided the Receiving Party gives the Disclosing Party prompt notice, cooperates in seeking protective treatment, and discloses only the portion required.

The Receiving Party shall:

• use Confidential Information only for the Purpose;
• protect it with at least reasonable care, and no less care than it uses for its own confidential information of similar importance;
• disclose it only to its employees, contractors, and professional advisors who need it for the Purpose and are bound by written confidentiality obligations at least as protective as this Agreement, and remain responsible for their compliance;
• not reverse engineer, decompile, or analyze any sample, part, or software to discover the Disclosing Party's Confidential Information;
• make copies only as the Purpose requires and preserve confidentiality markings on them; and
• notify the Disclosing Party promptly on learning of any unauthorized use or disclosure and cooperate to limit the harm.

Information subject to the International Traffic in Arms Regulations or the Export Administration Regulations is disclosed only after the Disclosing Party identifies it as controlled, with its United States Munitions List category or Export Control Classification Number, and only through the channel the Receiving Party designates for controlled data.

The Receiving Party shall not disclose controlled information to a foreign person, including its own employees and contractors, without the export authorization the law requires. Neither Party sends controlled technical data through the Leatherwood website or unprotected email.

Confidential Information remains the property of the Disclosing Party. This Agreement grants the Receiving Party no license or other right in the Disclosing Party's information or intellectual property except the limited right to use it for the Purpose.

Confidential Information is provided as is. The Disclosing Party warrants only that it has the right to disclose it. Neither Party is obligated by this Agreement to disclose any information, to purchase or sell anything, or to enter into any further agreement.

On the Disclosing Party's written request, or when the Parties' discussions end, the Receiving Party shall within 30 days return or destroy the Disclosing Party's Confidential Information and certify in writing that it has done so. The Receiving Party may keep one archival copy in its legal files, and copies held in routine electronic backups, subject to this Agreement for as long as they exist.

The Parties may disclose Confidential Information under this Agreement for 3 years from the Effective Date, unless either Party ends the disclosure period earlier by 30 days' written notice.

The Receiving Party's obligations continue for 5 years after the date of each disclosure. For information that is a trade secret under applicable law, the obligations continue for as long as it remains a trade secret.

Each Party acknowledges that a breach of this Agreement may cause harm that money cannot fully repair. The Disclosing Party may seek injunctive relief to prevent or stop a breach, without posting a bond, in addition to any other remedy available at law or in equity.

Neither Party may assign this Agreement without the other's written consent, except to a successor to substantially all of its business.

This Agreement is governed by the laws of the State of South Carolina without regard to conflict-of-laws rules. The state and federal courts sitting in Charleston County, South Carolina have exclusive jurisdiction over any dispute arising from it, and each Party consents to that jurisdiction and venue.

This Agreement is the entire agreement of the Parties on its subject and replaces any earlier unsigned confidentiality terms between them for the Purpose. It does not supersede a confidentiality or proprietary information agreement the Parties have signed, which continues to govern the information it covers. Amendments are effective only in a writing signed by both Parties. If a provision is held unenforceable, the rest of the Agreement remains in effect. The Parties are independent contractors.

This Agreement is offered to commercial parties. It is not offered to, and is not accepted by, a department or agency of the United States Government through the procurement portal; confidentiality terms with the Government are set in the Government contract.

Company's acceptance of this Agreement through the Leatherwood procurement portal by an authorized representative is an electronic signature under the Electronic Signatures in Global and National Commerce Act and the South Carolina Uniform Electronic Transactions Act and binds Company as a signed writing. Leatherwood accepts this Agreement through its authorized officer on receipt of Company's registration and will provide a countersigned copy on request. The Agreement may also be signed in counterparts, including by electronic signature.