Mutual Non-Disclosure Agreement (MNDA)

This Mutual Non-Disclosure Agreement ("Agreement") is entered into by and between:

ClarityAxis LLC, a Tennessee limited liability company ("Disclosing Party" or "ClarityAxis"),

and the individual or organization agreeing to these terms ("Receiving Party").

Collectively referred to herein as the "Parties."

1. Purpose

The Parties intend to engage in discussions and exploratory activities related to evaluating potential business opportunities, including but not limited to collaboration, referral activity, or platform use relating to GTMClarity and ClarityStack. In connection with these discussions, either Party may disclose to the other certain confidential or proprietary information.

2. Confidential Information

"Confidential Information" shall mean any and all non-public information disclosed by one Party to the other, whether in written, graphic, oral, electronic, or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

This includes, but is not limited to: product frameworks (e.g., DEEP Framework™, FunnelShot™), software, source logic, GTMClarity and ClarityStack platform modules, pricing, strategic documents, security architecture and methods (including the GTMClarity Security Stack Overview), deliverables, client names, operations, marketing plans, financial information, partner workflows, proprietary tools, unpublished intellectual property, and all discussions or materials shared during consultations.

The Receiving Party agrees that its employees, agents, affiliates, consultants, or contractors ("Representatives") shall be bound by confidentiality obligations no less protective than those in this Agreement, and the Receiving Party shall be responsible for any breach by such Representatives.

Exceptions: Confidential Information shall not include information that the Receiving Party can demonstrate with written documentation:

• (a) was lawfully known to the Receiving Party before disclosure;
• (b) becomes public through no fault or breach of this Agreement;
• (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information;
• (d) is lawfully obtained from a third party not under obligation of confidentiality.

3. Protection of Confidential Information

Each Party acknowledges that the Confidential Information is a unique and valuable asset. The Receiving Party agrees to:

• (a) not disclose the Confidential Information to any third party without prior written consent;
• (b) use the Confidential Information solely for purposes contemplated by this Agreement;
• (c) protect the Confidential Information with at least the same level of care it uses to protect its own confidential or proprietary information, but in no event with less than reasonable care;
• (d) not engage in reverse engineering, decompiling, disassembling, or any other attempt to derive the source code, structure, or design of any Confidential Information.

If legally compelled to disclose any Confidential Information, the Receiving Party shall promptly notify the Disclosing Party to allow for protective action.

4. No License or Warranty

No license, title, or right is granted by this Agreement with respect to any intellectual property or Confidential Information. All Confidential Information is provided "as is," without any warranty, express or implied, as to accuracy or completeness.

5. Effective Date and Termination

This Agreement shall become effective as of the date above and shall remain in effect for twenty-four (24) months unless terminated earlier by either Party upon written notice. However, the obligations set forth in Sections 2 through 13 shall survive termination for as long as the Confidential Information remains non-public.

6. Assignment and Binding Effect

Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns, including the formal establishment of ClarityAxis LLC.

7. Jurisdiction and Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Tennessee, without regard to its conflict of law provisions. Venue for any disputes shall lie exclusively in the state or federal courts located in Shelby County, Memphis, Tennessee.

8. Miscellaneous

This Agreement constitutes the entire understanding between the Parties with respect to the subject matter herein and supersedes all prior agreements, proposals, and communications. Any amendments must be in writing and signed by both Parties. If any provision of this Agreement is held unenforceable, the remainder shall remain in full force and effect. This Agreement may be executed in counterparts and delivered electronically.

9. Representation & Execution

All services or deliverables provided by Christopher Bulin are executed in his capacity as a consultant representing ClarityAxis. All rights, obligations, and ownership remain with ClarityAxis LLC.

10. Residual Knowledge

Nothing in this Agreement shall be construed to restrict the Receiving Party from using ideas, concepts, or know-how retained in unaided memory and not constituting Confidential Information.

11. Return or Destruction of Materials

Upon request or termination of this Agreement, the Receiving Party shall promptly return or destroy all copies of the Confidential Information and certify such destruction in writing if requested.

12. Injunctive Relief

The Parties agree that any breach of this Agreement may cause irreparable harm for which monetary damages would be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive or other equitable relief without bond or proof of actual damages.

13. Non-Circumvention

The Receiving Party agrees that, for a period of two (2) years from the Effective Date, it shall not directly or indirectly circumvent, contact, solicit, engage with, or transact with any individuals, partners, vendors, clients, or prospects introduced or made known to them through ClarityAxis or its representatives, without prior written consent from ClarityAxis.

This restriction applies to any business or commercial engagement that could be competitive with ClarityAxis's offerings, including but not limited to strategic consulting, go-to-market frameworks, clarity-based services, and related platform activities.

This clause shall survive the termination of this Agreement for the full two-year period.

14. Point of Contact

For any notices or communications related to this Agreement, the Disclosing Party may be contacted at:

Legal Team of ClarityAxis
Email: [email protected]

15. Security Addendum Reference

The Parties acknowledge that ClarityAxis maintains a modular, enterprise-grade security architecture ("GTMClarity Security Stack") aligned with best practices in data protection, encryption, audit logging, and incident monitoring. Upon request and under this NDA, ClarityAxis may provide a detailed overview of this security stack for review purposes. All such information shall be deemed Confidential Information under this Agreement.