Mutual Non-Disclosure Agreement

1. Purpose

The Parties wish to explore a business opportunity of mutual interest (the "Purpose") which involves the use of DigitCare's SaaS platform. In connection with the Purpose, each Party may disclose certain confidential information to the other. This Agreement is intended to protect such information from unauthorized disclosure or use.

2. Definition of Confidential Information

"Confidential Information" means any data or information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to: (i) any marketing strategies, business plans, financial information, or projections; (ii) any operations, sales estimates, and business strategies; (iii) any trade secrets, source code, software, and technical data; (iv) customer lists and customer information; and (v) the terms and conditions of this Agreement. For the User, Confidential Information includes all data inputted into the DigitCare ERP platform for the Purpose ("User Data").

3. Obligations of Receiving Party

The Receiving Party agrees that it will:

• Hold the Confidential Information in strict confidence and take all reasonable precautions to protect such Confidential Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials).
• Not disclose any Confidential Information to any third party, except as required by law or with the prior written consent of the Disclosing Party.
• Not use any Confidential Information for any purpose whatsoever except for the Purpose.
• Not reverse engineer, decompile or disassemble any software or source code disclosed to it.

4. Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate: (a) was in the public domain at the time of disclosure or subsequently becomes part of the public domain through no fault of the Receiving Party; (b) was rightfully in the Receiving Party’s possession free of any obligation of confidence at or subsequent to the time of disclosure; (c) was developed independently by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (d) is required to be disclosed by law, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to such disclosure.

5. Term and Termination

This Agreement shall remain in effect for as long as the User utilizes the Service. The obligations of confidentiality, however, shall survive the termination of this Agreement for a period of five (5) years from the date of termination. Upon written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all materials containing Confidential Information.

6. No License

Nothing in this Agreement is intended to grant any rights to either Party under any patent, copyright, or other intellectual property right of the other Party, nor shall this Agreement grant any rights in or to the Confidential Information other than the limited right to review such information for the Purpose.

7. Remedies

Each Party agrees that any breach of this Agreement may cause irreparable harm to the Disclosing Party, for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which it may be entitled at law or in equity.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which DigitCare ERP is legally established, without regard to its conflict of law principles.