Confidentiality, Non-Use, and Identity Agreement

1. Purpose

Company is granting Recipient limited, temporary, revocable access to a demonstration, trial, or evaluation instance of Company's proprietary software platform, branding, business processes, pricing structures, and related materials (the "Software") for the sole purpose of allowing Recipient to evaluate whether to become a paying customer of the Software (the "Permitted Purpose"). No other use of the Software, or of any Confidential Information (defined below), is authorized under this Agreement or under any other communication, course of dealing, or implied license.

2. Definition of Confidential Information

"Confidential Information" means any and all non-public information disclosed to, observed by, or made accessible to Recipient in connection with the demo or evaluation, in any form, including without limitation: source code, object code, database schemas, algorithms, scripts, and system architecture, whether viewed directly or inferred from observed behavior of the Software; user interface design, layout, workflows, feature sets, and the particular combination or sequencing of features; pricing models, pricing tiers, fee structures, and business/revenue models; business processes, internal workflows, vendor relationships, supplier information, and operational methods; marketing strategies, sales scripts, onboarding processes, and customer acquisition methods; any data, reports, sample outputs, or analytics shown to Recipient during the demo, whether real, anonymized, or simulated; and any other information a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information does NOT include information that: (a) was already lawfully known to Recipient without obligation of confidentiality before disclosure; (b) is or becomes publicly available through no breach of this Agreement by Recipient; (c) is independently developed by Recipient without use of or reference to any Confidential Information; or (d) is rightfully received from a third party without duty of confidentiality.

3. Non-Disclosure

Recipient shall not disclose, publish, distribute, or otherwise make available any Confidential Information to any third party, for any reason, without Company's prior written consent. Recipient shall protect Confidential Information using at least the same degree of care Recipient uses to protect its own confidential information, and in no event less than a reasonable degree of care.

4. Non-Use, Non-Replication, and Non-Circumvention

This is the core protection of this Agreement. Recipient agrees that Recipient shall NOT, directly or indirectly, whether personally or through any employee, contractor, affiliate, business partner, or other third party, at any time: (a) copy, reproduce, replicate, clone, reverse-engineer, decompile, disassemble, or attempt to derive the source code, structure, algorithms, or underlying methods of the Software or any part of it; (b) use any Confidential Information to design, develop, build, launch, fund, invest in, or assist any other person or entity in designing, developing, building, launching, or funding, any product or service that competes with, or is designed to compete with, the Software in whole or in part -- including a product or service that replicates only one module, feature set, or workflow of the Software rather than the Software as a whole -- and that incorporates, is derived from, or was informed by Confidential Information obtained through this demo or evaluation; (c) use the Software, or any Confidential Information obtained through it, for any purpose other than the Permitted Purpose described in Section 1; (d) remove, obscure, or alter any proprietary rights notices contained in or displayed by the Software; or (e) use any automated means to extract, archive, or systematically record the Software's content, design, or underlying data, beyond what is incidentally created by ordinary, good-faith use of the demo for the Permitted Purpose.

To make clause (b) meaningful in practice and not merely on paper, the parties agree that if Recipient, or any person or entity described in the introductory clause of this Section, designs, develops, launches, or begins offering a product or service competing with all or part of the Software within twenty-four (24) months after Recipient's access to the Software or any Confidential Information ends, and that product or service is substantially similar to the Software in its combination of features, module offerings, pricing structure, workflow design, or target customer base, a rebuttable presumption arises that Confidential Information was used in violation of clause (b). Recipient may rebut this presumption only with clear and convincing evidence of independent development that did not rely on, and was not informed by, any Confidential Information obtained under this Agreement -- relevant evidence includes, without limitation, documented development timelines predating Recipient's access to the Software, the hiring or involvement of any individual who had access to Confidential Information under this Agreement, and the degree of similarity between the two products' feature sets, pricing tiers, and user workflows.

Nothing in this Section is intended to, and shall not be construed to, prohibit Recipient from independently conceiving of, building, or operating any business or software product that does not use or rely on Company's Confidential Information, source code, or trade secrets, even if such business or product serves a similar market or similar customers. This Agreement protects Company's confidential information and trade secrets -- it does not grant Company ownership of general business ideas, concepts, or methods that are not themselves confidential or that are independently developed.

5. Identity Representation

Recipient represents and warrants that all information provided in connection with this Agreement and the demo -- including Recipient's full legal name, business or company name, title, email address, and any other identifying information -- is true, accurate, and not falsified, altered, or provided under a false identity. Recipient understands and agrees that Company is relying on the accuracy of this information in granting access to the Software; that providing false, incomplete, or misleading identifying information in connection with this Agreement may itself constitute fraud and a material breach of this Agreement, independent of any breach of Sections 3 or 4; and that Company may verify Recipient's identity and affiliation by any lawful means.

6. Term

The confidentiality obligations in Section 3 and the non-use obligations in Section 4 survive termination of Recipient's demo/evaluation access and continue indefinitely for so long as the relevant information remains a trade secret or otherwise remains confidential under Section 2, regardless of whether Recipient ever becomes a paying customer.

7. Remedies

Recipient acknowledges that any breach of Section 3 or Section 4 would cause Company irreparable harm for which monetary damages alone would be an inadequate remedy. Accordingly, in addition to any other rights and remedies available at law or in equity, Company shall be entitled to seek immediate injunctive relief (including a temporary restraining order and preliminary injunction) without the necessity of posting a bond, to prevent or restrain any actual or threatened breach of this Agreement, without waiving any other remedy. In any action to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party, in addition to any other relief awarded.

8. No License; No Employment; No Partnership

Nothing in this Agreement grants Recipient any license, ownership interest, or other right in the Software or any Confidential Information beyond the limited access described in Section 1. Nothing in this Agreement creates any employment, partnership, joint venture, or agency relationship between Recipient and Company.

9. Electronic Signature

Recipient agrees that checking the box, typing Recipient's full legal name, and clicking "I Agree and Sign" below constitutes Recipient's legally binding electronic signature under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the Uniform Electronic Transactions Act (UETA), and has the same legal force and effect as a handwritten signature on paper. Company will record the date, time, IP address, and browser/device information associated with Recipient's signature as part of Company's business records.

10. Governing Law and Venue

This Agreement is governed by the laws of the State of Illinois, without regard to its conflict-of-laws principles. Recipient consents to the exclusive jurisdiction and venue of the state and federal courts located in DuPage County, Illinois, for any dispute arising out of or relating to this Agreement.

11. Severability; Entire Agreement

If any provision of this Agreement is held unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, it shall be severed, and the remainder of this Agreement shall remain in full force and effect. This Agreement is the entire agreement between the parties regarding its subject matter and supersedes any prior discussions or agreements on that subject.