MUTUAL CONFIDENTIALITY AND NON‑DISCLOSURE AGREEMENT

This Mutual Confidentiality and Non‑Disclosure Agreement ("Agreement") is entered into this ___ day of _______ 202_ (the “Effective Date”) by and between Quinnox, Inc., located at 1 South Wacker Drive, Suite 3150, Chicago, IL 60606 ("Corporation") and _______________________ located at _________________ ("Company"). The terms Corporation and Company include their parent, corporate affiliates and subsidiaries, directors, officers, employees, agents, advisors and representatives.

Recitals

• Both parties have certain Information, as defined below, which is considered to be a valuable asset, and which each desires to disclose in confidence to the other.
• Both parties desire to prevent the unauthorized use and disclosure of the Information.
• The parties are entering into a business relationship or evaluating such a possibility, and therefore it is necessary and advantageous to disclose the Information.

1. Information

Confidential information includes but is not limited to: strategic and development plans, product information, financial data, business plans, processes with customers, marketing information, pricing, co‑developer plans, business records, client and prospective client lists, employee information, process details, IT infrastructure, technologies, merchant information, and other business or technical information (collectively “Information”).

Information is deemed confidential if:

1. It is in writing or tangible form and marked as confidential;
2. It is verbally stated as confidential at disclosure; or
3. A reasonable party would recognize it as confidential under the circumstances.

Disclosing party retains title to its Information and all copies.

2. Use of Information

• Both parties agree to maintain the Information in confidence and limit disclosure to those with a need to know who are informed of its confidential nature.
• Each party will protect Information with the same care as its own confidential data.
• Information may only be used to fulfill business obligations or evaluate a business relationship.

3. No Recruit/Hire Agreement

For a period beginning with the Effective Date through two years after termination, neither party shall recruit or hire employees of the other party.

4. No Publicity Agreement

For a period beginning with the Effective Date through two years after consummation of the transaction, neither party shall publicize the relationship without consent.

5. Exceptions to Confidentiality

Confidentiality obligations do not apply if Information:

1. Is agreed in writing by disclosing party to be unrestricted.
2. Is public at disclosure or becomes public through no fault of receiving party.
3. Was already in receiving party’s possession free of confidentiality obligation.
4. Was independently or lawfully received from a third party with rights to disclose.
5. Is independently developed by receiving party’s employees without reliance on disclosing party’s Information.

6. Compelled Disclosure

If legally compelled to disclose Information, the receiving party must promptly notify the disclosing party so they may seek protective order or remedy.

7. Injunctive Relief

Money damages may be insufficient; parties may seek equitable relief (injunctions, specific performance) without showing actual damages or posting bond.

8. Return of Confidential Information

Upon written request, the receiving party must return all Information and related materials within 30 days.

9. Obligations of the Parties

Neither party is obligated to negotiate or enter into a further agreement. Unless a definitive agreement is executed, obligations are limited to this Agreement. Discussions and existence of this Agreement are also confidential.

10. General Provisions

• Development of Similar Information: Receiving party may develop similar information independently or from third parties without breaching this Agreement.
• Waiver of Rights: No delay or failure in exercising rights constitutes a waiver.
• Termination: Obligations remain for 2 years from Effective Date or until disclosing party releases Information in writing.
• Assignability: Neither party may assign without written consent of the other.
• Modification: This Agreement may only be modified by written instrument signed by both parties and constitutes the entire agreement.
• Severability: Invalid provisions do not affect enforceability of the remainder.
• Headings: Headings are for reference only.
• Governing Law: This Agreement is governed by Illinois law without regard to conflicts of law.
• No Representations or Warranties: No warranties are made as to completeness or accuracy of Information.
• Counterparts, Facsimiles: Agreement may be executed in counterparts and delivered by facsimile with equal legal effect.

11. Authority

The individual executing this Agreement represents authority to bind their party.

Signatures