Sensitive Materials Request Form

Sensitive Materials Access & Non-Disclosure Agreement Terms

Index:

Purpose & Scope
1.1 Statement of Purpose
1.2 Scope of Agreement
1.3 Parties Covered

Legal & Statutory References
2.1 Michigan Uniform Trade Secrets Act (MCL 445.1901 et seq.)
2.2 Defend Trade Secrets Act (18 U.S.C. § 1836)
2.3 Other Relevant Statutes & Regulations

Definitions
3.1 “Confidential Information”
3.2 “Sensitive Materials”
3.3 “Disclosing Party” & “Receiving Party”
3.4 “Competitor”
3.5 “Use Cases”

Grant of Limited Access
4.1 Eligibility & Approval
4.2 Manual Approval Process
4.3 Scope of Access Granted
4.4 Competitor Exclusion
4.5 No FOIA or Public Disclosure

Confidentiality & Non-Disclosure Obligations
5.1 Highest Level of Confidentiality
5.2 Prohibited Uses
5.3 No Redistribution
5.4 Affirmative Security Obligations
5.5 No Transfer of Ownership
5.6 Marking & Handling Requirements

Non-Circumvention & Non-Solicitation
6.1 Non-Circumvention
6.2 Non-Solicitation of Personnel & Clients
6.3 Prohibition on Competitive Advantage

Intellectual Property & Trade Secrets
7.1 Acknowledgment of Exclusive Rights
7.2 Trade Secret Status
7.3 No Patent/Trademark Challenges

Chain-of-Custody & Flow-Down Obligations
8.1 Employee and Agent Liability
8.2 Recordkeeping & Documentation
8.3 Mandatory Breach Notification

Export Controls & Compliance
9.1 ITAR/EAR Compliance
9.2 No Transfer to Sanctioned Entities
9.3 Compliance Declarations

Term & Termination
10.1 Evergreen Term
10.2 Termination Rights
10.2.1 Termination for Convenience
10.2.2 Termination for Breach
10.3 No Effect on Prior Breaches
10.4 Survival of Obligations
10.5 Continuing Enforceability

Obligations Upon Termination or Expiration
11.1 Return or Destruction of Materials
11.2 Certification of Destruction
11.3 Continuing Restrictive Covenants
11.4 Enforcement of Return/Destruction
11.5 Residual Knowledge
11.6 Post-Termination Acknowledgment
11.7 No Waiver of Other Rights

Breach, Remedies & Enforcement
12.1 Irreparable Harm & Presumption of Injunctive Relief
12.2 Uncapped Damages & Multiple Recovery Theories
12.3 Attorneys’ Fees & Costs
12.4 Indemnification
12.5 Seizure & Other Extraordinary Remedies
12.6 No Election of Remedies
12.7 Extension of Restrictive Periods
12.8 International & Extraterritorial Enforcement
12.9 Ongoing Duty of Cooperation
12.10 No Exclusivity of Forum or Venue

Representations & Warranties
13.1 Authority to Enter Agreement
13.2 No Conflicting Obligations
13.3 Disclaimer of Warranties by Disclosing Party
13.4 No Inducement or Reliance
13.5 Ongoing Accuracy
13.6 Acknowledgment of Limited Use

Liability Limitations
14.1 Exclusion of Certain Damages
14.2 No Liability for Accuracy or Completeness
14.3 Exception for Willful Misconduct
14.4 No Obligation to Update
14.5 Additional Limitations or Riders
14.6 Allocation of Risk
14.7 Preservation of Other Protections

Audit Rights & Compliance Checks
15.1 Right to Inspect and Audit
15.2 Forensic Investigations
15.3 Obligation to Remedy and Re-Audit
15.4 Costs and Expenses
15.5 Confidentiality of Audit Findings
15.6 No Waiver of Other Rights

Subpoenas, FOIA, & Third-Party Demands
16.1 Immediate Notice of Demand
16.2 Cooperation & Protective Orders
16.3 Special Considerations for Governmental Bodies
16.4 No Voluntary Disclosure
16.5 Liability for Unauthorized Disclosure
16.6 Survival

Governing Law & Dispute Resolution
17.1 Choice of Law (Michigan)
17.2 Exclusive Venue
17.3 Waiver of Jury Trial
17.4 Optional Arbitration Clause
17.5 No Limitation on Immediate Remedies
17.6 Enforceability of Judgments Internationally
17.7 Attorneys’ Fees and Costs

Extraterritorial Enforcement
18.1 Consent to Personal Jurisdiction
18.2 International Enforcement Mechanisms
18.3 Waiver of Forum Inconvenience
18.4 No Sovereign Immunity
18.5 Compliance with Local Laws
18.6 Acknowledgment of Global Reach
18.7 Additional Relief
18.8 Survival

Miscellaneous Provisions
19.1 Entire Agreement and Merger Clause
19.2 Severability
19.3 Amendments and Waivers
19.4 Assignment Restrictions
19.5 Notices
19.6 E-Signature Validity
19.7 Headings and Construction
19.8 Relationship of the Parties
19.9 Force Majeure
19.10 Further Assurances
19.11 No Third-Party Beneficiaries
19.12 Cumulative Remedies

Acknowledgment & Acceptance
20.1 Signature & Date
20.2 Title & Role of Signatory
20.3 Binding Effect Upon Submission
20.4 Affirmation of Understanding
20.5 Electronic Consent or “Click-Through” Acceptance
20.6 Conclusive Acknowledgment

No Waiver of Other Rights
21.1 Cumulative and Non-Exclusive Remedies
21.2 Reservation of Rights
21.3 No Implied Waiver
21.4 Survival of Claims
21.5 No Admission or Estoppel

No Use of “Public Domain” or “Fair Use” Defense
22.1 Affirmative Representation
22.2 Burden of Proof
22.3 No Defense by Partial Disclosure
22.4 Fair Use Inapplicable to Proprietary Materials
22.5 Liability for Misuse of Defense
22.6 Survival

No Use for AI/ML Training or Security Exploitation
23.1 Prohibition on AI/ML Data Utilization
23.1.1 No Aggregation or Derivative Datasets
23.1.2 Third-Party AI Platforms
23.1.3 Destructive Oversight for Misuse
23.2 No Vulnerability Exploitation or Security Attacks
23.2.1 Responsible Disclosure Exception
23.2.2 Prohibition on Public Disclosure
23.3 Material Breach and Remedies
23.4 Scope of Prohibition
23.5 Survival
23.6 No Waiver or Excuse
23.7 Additional Protective Measures

SECTION 1: PURPOSE & SCOPE

1.1 Statement of Purpose

This SBOM & Sensitive Materials Access and Non-Disclosure Agreement (the “Agreement”) is executed to protect the extremely sensitive and proprietary information and trade secrets of National Intel, LLC (the “Disclosing Party”). By entering into this Agreement, the individual or entity receiving said information (the “Receiving Party”) acknowledges that such information—especially including but not limited to Software Bills of Materials (SBOMs), source code, hardware specifications, partner/client data, and other confidential materials—constitutes the lifeblood of the Disclosing Party’s competitive and commercial position.

The primary objective of this Agreement is to prevent any unauthorized use, disclosure, or exploitation of these materials, to ensure that the Disclosing Party’s interests are not compromised, and to unequivocally affirm that any violation of these terms will cause immediate and irreparable harm to the Disclosing Party.

1.2 Scope of Agreement

1.2.1 Covered Materials
This Agreement applies to any and all forms of Confidential Information (as later defined), regardless of the method of disclosure, format, or medium. Examples include but are not limited to SBOMs, object code, source code, binaries, hardware/firmware specifications, technical manuals, network diagrams, proprietary algorithms, partner lists, customer data, and associated documentation. The enumeration of specific examples here is illustrative only and shall not be interpreted to limit the breadth or scope of materials protected.

1.2.2 Presumptive Confidentiality
All materials that the Disclosing Party provides, or makes accessible, are presumed to be confidential in nature, without any requirement that they be explicitly marked or labeled as “confidential,” “trade secret,” “proprietary,” or otherwise. In the event of any doubt or ambiguity as to whether particular information falls under the coverage of this Agreement, such doubt or ambiguity shall be conclusively resolved in favor of confidentiality and the terms of this Agreement shall fully apply.

1.2.3 Expressly Limited Use
The Receiving Party warrants that it shall only utilize the disclosed materials for the narrow purposes expressly pre-approved in writing by the Disclosing Party, namely evaluation, integration, or regulatory compliance. No implied license or right of use is granted for any other purpose. Any unauthorized or unapproved use—including but not limited to reverse engineering, commercial exploitation, competitive benchmarking, or derivative product development—is strictly forbidden.

1.2.4 No Public Domain or Waiver by Inadvertence
The Receiving Party hereby explicitly waives any argument or defense that the information becomes public domain or loses its confidential nature merely by virtue of inadvertent, partial, or unauthorized disclosure, unless the Disclosing Party itself has clearly and verifiably made such materials public. Further, no partial disclosure or unintentional posting by a third party shall be construed as a waiver of confidentiality, and all such incidents shall remain subject to the full protective force of this Agreement.

1.2.5 High-Value & Irreparable Harm Acknowledgment
The Receiving Party acknowledges that the information covered hereunder constitutes high-value intellectual property and that any disclosure outside the permissible scope will cause severe, irreparable harm to the Disclosing Party, for which monetary damages alone would be insufficient. Accordingly, the Receiving Party expressly consents to the Disclosing Party seeking and obtaining injunctive and equitable relief—including ex parte seizures under federal trade secret law—without requirement of posting bond or other security to the extent allowed by law.

1.3 Parties Covered

This Agreement shall be binding upon and inure to the benefit of the Disclosing Party and the Receiving Party, including all of the Receiving Party’s directors, officers, employees, shareholders, members, agents, affiliates, subsidiaries, successors, assigns, or anyone who gains access to the Disclosing Party’s Confidential Information through the Receiving Party, whether directly or indirectly. Any such person or entity accessing or receiving the Confidential Information shall be deemed bound by this Agreement, and the Receiving Party accepts full responsibility for ensuring that each such individual is aware of—and complies with—these obligations.

SECTION 2: LEGAL & STATUTORY REFERENCES

2.1 Michigan Uniform Trade Secrets Act (MCL 445.1901 et seq.)

The information covered under this Agreement is deemed to comprise “trade secrets” as defined by the Michigan Uniform Trade Secrets Act (“MUTSA”), MCL 445.1901 et seq., and the Parties recognize that any unauthorized disclosure, misappropriation, or misuse of such information may subject the Receiving Party to all civil remedies available under MUTSA. This includes injunctive relief, exemplary damages, attorneys’ fees, and any other form of legal or equitable relief deemed appropriate. Nothing in this Agreement shall be construed to limit or waive any of the Disclosing Party’s rights or remedies as provided under Michigan law.

2.2 Defend Trade Secrets Act (18 U.S.C. § 1836)

Pursuant to the Defend Trade Secrets Act (“DTSA”), 18 U.S.C. § 1836, the Disclosing Party expressly declares that the Confidential Information disclosed hereunder is protected by federal law, entitling the Disclosing Party to seek extraordinary remedies in U.S. Federal Courts—including but not limited to ex parte seizure of property or materials containing misappropriated trade secrets, punitive damages for willful and malicious appropriation, and permanent injunctive relief to bar further use or disclosure. The Parties further acknowledge that the DTSA may apply extraterritorially if the misappropriation occurs outside the U.S. but has a direct effect within its territory. By agreeing to these terms, the Receiving Party accepts the full force and reach of the DTSA’s provisions.

2.3 Other Relevant Statutes & Regulations

2.3.1 Healthcare Regulations (e.g., HIPAA)
If any disclosed information contains or relates to protected health information (PHI) or other healthcare-sensitive data, the Receiving Party acknowledges that additional federal and state healthcare privacy laws (including the Health Insurance Portability and Accountability Act—HIPAA, 45 C.F.R. Parts 160 and 164) and related regulations may apply. All obligations and restrictions under HIPAA or equivalent state laws (e.g., Michigan’s Medical Records Access Act) shall supplement the protections herein, without limiting any stricter prohibitions set forth by this Agreement.

2.3.2 Export Controls & Sanctions
If the Confidential Information is subject to export control statutes such as ITAR (22 C.F.R. §§ 120–130) or EAR (15 C.F.R. §§ 730–774), or if the Receiving Party operates in jurisdictions subject to U.S. sanctions, the Receiving Party shall comply fully with such laws and regulations and shall not disclose, transmit, or export the materials in violation thereof.

2.3.3 No Limitation of Remedies
The references provided in this Section 2 are non-exhaustive. The Disclosing Party may enforce any and all applicable statutes, common law doctrines, or regulations—whether federal, state, or international—to protect its Confidential Information. By entering this Agreement, the Receiving Party affirms that no term or condition herein shall limit or curtail the Disclosing Party’s right to pursue the broadest possible remedies under any relevant legal regime.

SECTION 3: DEFINITIONS

3.1 “Confidential Information”

“Confidential Information” shall include, without limitation, any and all technical, financial, operational, business, customer, vendor, marketing, strategic, or proprietary data, materials, or knowledge disclosed—directly or indirectly—by the Disclosing Party to the Receiving Party. This definition encompasses information shared in any format (e.g., oral, written, electronic, visual) and applies whether or not such information is marked “confidential,” “proprietary,” “restricted,” or with any similar designation.

Presumption of Confidentiality: In the event of any doubt as to whether particular data constitutes Confidential Information, such doubt shall be resolved in favor of confidentiality.

Examples: Examples include, but are not limited to, SBOMs, source code, binaries, hardware/firmware specifications, system architectures, prototypes, designs, processes, procedures, manuals, partner lists, customer databases, test results, quality assurance data, strategic plans, and intellectual property claims.

No Labeling Required: The absence of any confidentiality label, watermark, or legend shall in no way reduce or negate the status of such information as Confidential Information.

3.2 “Sensitive Materials”

“Sensitive Materials” refers to a subset of Confidential Information deemed by the Disclosing Party to be particularly critical or highly sensitive, including but not limited to:

Complete or Partial SBOMs for proprietary software or hardware components;

Proprietary algorithms, encryption mechanisms, private cryptographic keys, or critical architectural designs;

Hardware specifications or design schematics detailing trade secrets;

Prototypes or unreleased products, whether software, hardware, or combined systems;

Protected healthcare data, if applicable, subject to HIPAA or similar regulations.

All obligations set forth in this Agreement apply with equal or greater force to Sensitive Materials, and any heightened or special handling instructions provided by the Disclosing Party must be strictly followed by the Receiving Party.

3.3 “Disclosing Party” & “Receiving Party”

Disclosing Party: Refers to National Intel, LLC, its affiliates, subsidiaries, successors, and assigns, or any authorized agent acting on its behalf.

Receiving Party: Includes any person or entity (including but not limited to distributors, contractors, regulators, partners, affiliates, employees, agents, successors, assigns) that requests, receives, or otherwise obtains access to Confidential Information from the Disclosing Party. The Receiving Party bears full responsibility for ensuring all individuals within its organization or control abide by the terms herein.

3.4 “Competitor”

A “Competitor” is defined as any individual, entity, group, or organization—regardless of size, industry overlap, or geographic scope—that currently develops, manufactures, markets, or sells products, services, or technologies similar to, or that could reasonably be used to replace or supplement, the Disclosing Party’s offerings. This includes potential or future market entrants capable of engaging in a business line that would compete with the Disclosing Party.

Broad Construction: The term Competitor shall be interpreted expansively to include any affiliate, parent, subsidiary, or partner acting in concert with such competitor.

No Access Without Waiver: As provided under Section 4.4, no Competitor (or anyone acting on behalf of a Competitor) may receive Confidential Information absent a fully executed, written waiver by the Disclosing Party.

3.5 “Use Cases”

“Use Cases” shall refer exclusively to evaluation, integration, or regulatory compliance as expressly pre-approved by the Disclosing Party in writing. Any usage beyond these defined categories, including—without limitation—competitive benchmarking, external research, derivative product development, commercial exploitation, or any form of reverse engineering is prohibited, unless the Disclosing Party has granted explicit, additional written permission prior to such use.

Strict Interpretation: All usage permissions shall be strictly construed against the Receiving Party; the absence of explicit permission in any area shall be deemed an outright prohibition.

SECTION 4: GRANT OF LIMITED ACCESS

4.1 Eligibility & Approval
All access to Confidential Information, including Sensitive Materials, is granted at the sole and absolute discretion of the Disclosing Party. No request for disclosure shall create an obligation upon the Disclosing Party to provide access. The Disclosing Party retains the unqualified right to deny, limit, or revoke access to any party at any time, without liability or explanation.

4.2 Manual Approval Process
Prior to receiving any Confidential Information, the Receiving Party must:

Complete and submit a formal request outlining the precise Use Cases;

Enter into this Agreement through a valid e-signature or equivalent legally binding acknowledgement;

Obtain explicit written approval from the Disclosing Party.

Under no circumstances shall there be automatic or instantaneous granting of access upon request. All permissions are subject to final confirmation by the Disclosing Party.

4.3 Scope of Access Granted
Any access granted is limited strictly to the Confidential Information and Use Cases identified in the Receiving Party’s approved request. The Receiving Party shall not exceed the scope of the Disclosing Party’s written permission. Any attempt to access, copy, or review Confidential Information beyond that which is expressly approved shall constitute a material breach of this Agreement.

4.4 Competitor Exclusion
Access to Confidential Information is categorically prohibited for Competitors or for individuals or entities acting on behalf of, or in concert with, a Competitor, unless a specific written waiver has been executed by an authorized representative of the Disclosing Party. Such waiver must be unequivocally explicit and shall not be implied from any silence, delay, or omission.

4.5 No FOIA or Public Disclosure
Where the Receiving Party is a governmental body, public institution, or an entity otherwise subject to Freedom of Information Act (“FOIA”) requests or similar public-records statutes, the Receiving Party agrees to handle all Confidential Information as exempt from public disclosure to the fullest extent permissible by law. The Receiving Party shall promptly notify the Disclosing Party upon receiving any FOIA or public-records request that seeks Confidential Information, ensuring the Disclosing Party is afforded an opportunity to contest or limit such disclosure.

SECTION 5: CONFIDENTIALITY & NON-DISCLOSURE OBLIGATIONS

5.1 Highest Level of Confidentiality
The Receiving Party shall safeguard all Confidential Information using at least the same level of care it employs to protect its own most sensitive, high-value trade secrets, and in no event using less than a reasonable degree of care. This obligation exists irrespective of whether Confidential Information is marked or labeled as such and extends to any copies, extracts, summaries, or derivatives of said information.

5.2 Prohibited Uses
The Receiving Party shall not, under any circumstances:

Reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive source code, algorithms, or structural frameworks from any Confidential Information;

Create derivative works or improvements based on the Confidential Information, except as explicitly permitted under the approved Use Cases;

Exploit the Confidential Information for commercial gain, including but not limited to resale, licensing, or sublicensing, without prior written authorization;

Employ the Confidential Information for any purpose that could impair the Disclosing Party’s competitive advantage, such as using it for competitive product development, competitive benchmarking, or publication.

5.3 No Redistribution
The Receiving Party shall not disseminate, disclose, or otherwise make available any Confidential Information to any third party, subsidiary, or affiliate unless each such party has (a) a legitimate “need-to-know” for an approved Use Case and (b) executed a confidentiality undertaking at least as restrictive as this Agreement. In all events, the Receiving Party remains fully liable for any breach or misuse of Confidential Information by any party under its control or direction.

5.4 Affirmative Security Obligations
The Receiving Party shall implement robust security measures to prevent unauthorized disclosure or access, including without limitation:

Encryption of Confidential Information at rest and in transit;

Access Controls restricting Confidential Information to pre-authorized personnel only;

Incident Detection systems or processes that reasonably identify potential data leaks or intrusions;

Audit Logs to track all instances of access, copying, or transfer of Confidential Information.

Any lapse or failure in security measures shall not excuse the Receiving Party from liability if such lapse results in the unauthorized disclosure of Confidential Information.

5.5 No Transfer of Ownership
All Confidential Information remains the exclusive property of the Disclosing Party. No license, ownership interest, or other right in or to the Disclosing Party’s Confidential Information is granted, whether expressly or by implication, except for the limited right to use such information strictly under the conditions set forth in this Agreement.

5.6 Marking & Handling Requirements
In the event any Confidential Information is labeled or otherwise designated with markings such as “CONFIDENTIAL,” “PROPRIETARY,” or “TRADE SECRET,” the Receiving Party shall preserve and maintain those markings. The removal or alteration of any such designations is prohibited. The Receiving Party shall, upon request, segregate or otherwise store Confidential Information in a manner that clearly identifies it as subject to the confidentiality restrictions contained herein.

SECTION 6: NON-CIRCUMVENTION & NON-SOLICITATION

6.1 Non-Circumvention
The Receiving Party agrees that it shall not utilize any Confidential Information to bypass, circumvent, or otherwise undermine the Disclosing Party’s existing or prospective relationships with its customers, vendors, partners, or affiliates. This prohibition applies to direct or indirect contact for business dealings, negotiations, or contractual engagements that derive in any way from insights, data, or connections revealed by the Confidential Information.

6.2 Non-Solicitation of Personnel & Clients
The Receiving Party shall not, directly or indirectly, solicit for employment or contract, nor induce to leave their current employment or contractual relationship, any individual who is an employee, contractor, consultant, or client of the Disclosing Party if that individual’s identity or role became known to the Receiving Party through or in connection with the Confidential Information. This restriction shall remain in effect for the longer of (a) two (2) years following termination of this Agreement, or (b) any other period specified in a written addendum or modification mutually agreed upon by the Parties.

6.3 Prohibition on Competitive Advantage
The Receiving Party shall not use the Confidential Information to develop, market, or distribute any product or service that competes with or could reasonably substitute for the Disclosing Party’s offerings. Furthermore, the Receiving Party shall not enable or assist any third party to do so, whether by providing elements of the Confidential Information, technical guidance, or any other form of support. Any attempt to obtain competitive advantage through the Confidential Information constitutes a material breach of this Agreement and will subject the Receiving Party to immediate injunctive relief in addition to any and all other remedies available under law.

SECTION 7: INTELLECTUAL PROPERTY & TRADE SECRETS

7.1 Acknowledgment of Exclusive Rights
All Confidential Information disclosed or made available pursuant to this Agreement, including any derivative works, modifications, or enhancements thereof, is and shall remain the exclusive property of the Disclosing Party or its licensors. The Receiving Party acknowledges that any unauthorized use or disclosure of such information would unjustly enrich the Receiving Party at the expense of the Disclosing Party and is strictly prohibited.

7.2 Trade Secret Status
The Receiving Party stipulates and agrees that the Confidential Information constitutes valuable trade secrets under applicable state and federal law. The Receiving Party further acknowledges that the Disclosing Party has taken reasonable measures to safeguard the secrecy of its Confidential Information and that any unauthorized disclosure or use of the same is presumed to be misappropriation of trade secrets, entitling the Disclosing Party to injunctive relief and all other remedies provided by law.

7.3 No Patent/Trademark Challenges
The Receiving Party shall not, directly or indirectly, use the Confidential Information to contest, challenge, or dispute the validity, enforceability, or ownership of any patent, trademark, copyright, trade secret, or other intellectual property right held by the Disclosing Party. Any attempt to do so constitutes a material breach of this Agreement, subjecting the Receiving Party to immediate termination of all privileges under this Agreement and any other legal or equitable remedies available to the Disclosing Party.

SECTION 8: CHAIN-OF-CUSTODY & FLOW-DOWN OBLIGATIONS

8.1 Employee and Agent Liability
The Receiving Party bears full responsibility for the conduct of its employees, officers, agents, affiliates, subsidiaries, and any other party under its authority or control (collectively, “Agents”) who gain access to the Confidential Information. Any breach or violation of this Agreement by such Agents shall be considered a breach by the Receiving Party itself, exposing the Receiving Party to direct liability for all resulting damages, remedies, or penalties.

8.2 Recordkeeping & Documentation
The Receiving Party shall maintain accurate, contemporaneous records of who has accessed the Confidential Information, the date and time of each access, and the stated purpose or need. These records must be readily accessible to the Disclosing Party upon request, subject to reasonable notice. Failure to maintain or provide such records promptly may be treated as prima facie evidence of non-compliance with this Agreement.

8.3 Mandatory Breach Notification
In the event that the Receiving Party becomes aware of any suspected or actual breach of confidentiality—whether by an Agent, contractor, subcontractor, or an unauthorized third party—the Receiving Party shall (a) immediately notify the Disclosing Party in writing with all known details of the incident, (b) take prompt action to contain and remediate the breach, and (c) fully cooperate with the Disclosing Party in any subsequent investigation, legal action, or enforcement effort. Failure to adhere to these notification and cooperation requirements shall itself constitute a material breach of this Agreement.

SECTION 9: EXPORT CONTROLS & COMPLIANCE

9.1 ITAR/EAR Compliance
If any portion of the Confidential Information is subject to the International Traffic in Arms Regulations (ITAR) or the Export Administration Regulations (EAR), the Receiving Party agrees to abide by all such regulations, including without limitation restrictions on access by non-U.S. persons or entities. The Receiving Party acknowledges that unauthorized export or disclosure of such information may constitute a violation of U.S. law, subjecting both Parties to severe civil and/or criminal penalties. The Receiving Party warrants that it shall not, directly or indirectly, export or re-export any Confidential Information without first obtaining all required licenses, approvals, or exemptions from the appropriate U.S. governmental authorities.

9.2 No Transfer to Sanctioned Entities
The Receiving Party shall not disclose or otherwise provide access to the Confidential Information to any individual, organization, or country that is subject to United States sanctions, embargoes, or other trade restrictions. The Receiving Party further warrants and represents that neither it nor any of its Agents is located in, under the control of, or a national or resident of any such sanctioned or embargoed country, nor is it on any denied persons list or subject to other U.S. government restrictions.

9.3 Compliance Declarations
The Receiving Party certifies that it is in full compliance with all applicable export control laws and regulations, including those of the United States and any other jurisdictions where the Confidential Information may be accessed. If at any time the Receiving Party becomes aware of any apparent or potential violation of these export controls, it shall immediately notify the Disclosing Party in writing, take corrective action, and fully cooperate with any subsequent audit or investigation.

SECTION 10: TERM & TERMINATION

10.1 Evergreen Term
This Agreement shall commence on the date the Receiving Party indicates its acceptance, whether by electronic or written signature (the “Effective Date”), and shall continue indefinitely unless expressly terminated in accordance with this Section 10. No lapse of time, cessation of active collaboration, or completion of a project shall be construed to extinguish or weaken the obligations set forth herein, absent a formal, written notice of termination issued by the Disclosing Party.

10.2 Termination Rights
10.2.1 Termination for Convenience
The Disclosing Party may, at its sole and absolute discretion, terminate this Agreement or revoke any specific access granted to the Receiving Party at any time, with or without cause, by providing written notice to the Receiving Party. Such termination or revocation shall be effective immediately upon the Receiving Party’s receipt (or deemed receipt) of said notice.

10.2.2 Termination for Breach
In addition—or as an alternative—to any other remedies or relief available under law or equity, the Disclosing Party may automatically or immediately terminate this Agreement if the Receiving Party breaches any material term, condition, or representation contained herein. Upon receipt of a written or electronic notice indicating breach, all rights granted under this Agreement shall cease forthwith, and the Disclosing Party shall incur no liability whatsoever for exercising this right of termination.

10.3 No Effect on Prior Breaches
Termination of this Agreement—whether for convenience or due to breach—shall not operate to excuse or nullify any breach that occurred prior to the effective date of termination. The Disclosing Party retains the right to pursue any and all remedies arising from activities or events that transpired during the term of the Agreement, even if enforcement commences or continues after termination.

10.4 Survival of Obligations
All provisions intended by their nature or context to survive termination—including, but not limited to, those governing Confidentiality & Non-Disclosure, Non-Circumvention, Non-Solicitation, Intellectual Property, Trade Secrets, Breach, Remedies & Enforcement, and Dispute Resolution—shall remain in full force and effect in perpetuity, or for the maximum duration permitted by law, notwithstanding the termination or expiration of this Agreement.

10.5 Continuing Enforceability
For the avoidance of doubt, neither the cessation of business dealings, the destruction or return of Confidential Information, nor any subsequent agreement between the Parties shall be interpreted to release the Receiving Party from any obligation of confidentiality, non-use, or indemnification arising hereunder, unless such release is explicitly stated in a written and signed instrument by an authorized representative of the Disclosing Party.

SECTION 11: OBLIGATIONS UPON TERMINATION OR EXPIRATION

11.1 Return or Destruction of Materials
Upon the earliest of (a) the Disclosing Party’s written demand; (b) the termination or expiration of this Agreement; or (c) the completion of the specifically authorized Use Case(s), the Receiving Party shall, within five (5) calendar days—or any shorter period specified in writing by the Disclosing Party—return to the Disclosing Party or securely destroy (at the Disclosing Party’s sole option) all Confidential Information in its possession, custody, or control, including, but not limited to:

Physical Copies (e.g., printed manuals, prototypes, hardware components);

Electronic Files (including backups, archived e-mails, cloud storage);

Derivatives or Extracts (notes, summaries, diagrams, technical analyses, or partial copies).

Should the Disclosing Party require destruction rather than return, such destruction must be irrevocable, employing industry-standard sanitization or data-erasure methods that prevent any possibility of reconstruction or retrieval.

11.2 Certification of Destruction
At the written request of the Disclosing Party—or if otherwise specified as a condition of termination—the Receiving Party shall furnish a written certification, signed by an authorized officer or individual with sufficient authority, attesting under penalty of perjury that all Confidential Information (and any copies or derivatives) has been irretrievably destroyed or returned in accordance with Section 11.1 above. The Receiving Party shall bear all costs associated with such destruction, return, or certification.

11.3 Continuing Restrictive Covenants
The termination, expiration, or fulfillment of this Agreement shall in no way excuse or alleviate the Receiving Party from the continuing obligations set forth herein, including, without limitation, those related to:

Confidentiality & Non-Disclosure (Section 5)

Non-Circumvention & Non-Solicitation (Section 6)

Intellectual Property & Trade Secrets (Section 7)

Chain-of-Custody & Flow-Down Obligations (Section 8)

Breach, Remedies & Enforcement (Section 12 or equivalent)

These obligations remain in full force and effect indefinitely, or for the longest duration allowed by applicable law, whichever is longer.

11.4 Enforcement of Return/Destruction
The Disclosing Party reserves the right, at its sole discretion and expense, to audit or inspect the Receiving Party’s compliance with this Section 11. Should the Receiving Party refuse or fail to comply with an audit request or be found to have retained, in any form, Confidential Information beyond the authorized timeframe, such act or omission shall constitute a material breach of this Agreement, triggering immediate injunctive relief, and any additional remedies available at law or in equity.

11.5 Residual Knowledge
Nothing in this Agreement is intended to grant, either explicitly or by implication, any license, right, or permission for the Receiving Party to utilize any “residual” knowledge, impressions, or techniques gleaned from the Confidential Information, except as strictly necessary to perform under an ongoing, separately authorized contractual relationship with the Disclosing Party. For the avoidance of doubt, the Receiving Party agrees that any attempt to leverage intangible remnants of the Confidential Information—such as insights, know-how, or design concepts derived through mere exposure—constitutes unauthorized use in violation of this Agreement, unless the Disclosing Party specifically approves such use in writing.

11.6 Post-Termination Acknowledgment
The Receiving Party hereby acknowledges that, upon termination or expiration of this Agreement, any continued possession or use of the Confidential Information is unlawful and prohibited, and that the Disclosing Party shall be entitled to pursue all remedies—including but not limited to injunctive relief, ex parte seizures, and monetary damages—for any unauthorized retention or use of such data.

11.7 No Waiver of Other Rights
The return, destruction, or certification process outlined above shall not be construed as an exhaustive remedy. The Disclosing Party retains its full and unimpaired right to seek additional civil, criminal, or equitable remedies, to the maximum extent permitted by law, for any breach or threatened breach of this Agreement.

SECTION 12: BREACH, REMEDIES & ENFORCEMENT

12.1 Irreparable Harm & Presumption of Injunctive Relief
The Receiving Party acknowledges and agrees that any breach or threatened breach of the confidentiality, non-circumvention, intellectual property, or other material provisions of this Agreement will cause immediate and irreparable harm to the Disclosing Party. The harm suffered by the Disclosing Party in the event of such a breach cannot be adequately compensated by monetary damages alone. Accordingly, the Disclosing Party shall be entitled, without the requirement of posting bond or other security where permissible, to obtain injunctive relief, specific performance, ex parte seizures, or other equitable remedies to prevent or restrain any such breach or threatened breach.

12.2 Uncapped Damages & Multiple Recovery Theories
In addition to seeking injunctive or equitable relief, the Disclosing Party shall be entitled to recover all remedies available at law or in equity, including but not limited to:

Actual Damages – To compensate for any losses directly caused by the breach, including lost profits, diminution in market value, or other demonstrable harm;

Consequential & Incidental Damages – Including, without limitation, lost business opportunities, reputational harm, or increased operational costs, if recoverable under applicable law;

Liquidated Damages – If specified in a separate rider or addendum, such damages may be automatically due upon breach, without prejudice to additional damages;

Punitive or Exemplary Damages – Where willful or malicious misappropriation is found, the Disclosing Party may seek enhanced damages as allowed under the Defend Trade Secrets Act (DTSA) or analogous state statutes;

Disgorgement of Profits – Any revenue, profit, or other benefits unjustly obtained by the Receiving Party (or any third party operating with or through the Receiving Party) via use of the Confidential Information shall be subject to forfeiture;

Product Recalls, Destruction, or Bans – The Disclosing Party may petition the court to order the recall, destruction, or permanent ban of products or services derived from misappropriated information.

No cap or limitation on the amount or types of damages shall apply unless expressly agreed in a separate writing signed by both Parties.

12.3 Attorneys’ Fees & Costs
If the Disclosing Party prevails in any action or proceeding brought to enforce any provision of this Agreement or to obtain redress for its breach, the Receiving Party shall reimburse the Disclosing Party for all attorneys’ fees, court costs, expert witness fees, and other expenses incurred in such action or proceeding, in addition to any other relief awarded by the court or arbitration panel. This provision also applies to any successful appeal or enforcement of a judgment or award.

12.4 Indemnification
The Receiving Party shall defend, indemnify, and hold the Disclosing Party (including its directors, officers, employees, subsidiaries, affiliates, and agents) harmless from and against any and all claims, actions, losses, damages, liabilities, judgments, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

The Receiving Party’s breach of any representation, warranty, or covenant under this Agreement;

Any misuse, misappropriation, or unauthorized disclosure of Confidential Information by the Receiving Party or its Agents;

Any violation of applicable export control laws or governmental regulations triggered by the Receiving Party’s unauthorized transfer or disclosure of the Confidential Information.

12.5 Seizure & Other Extraordinary Remedies
Where the Disclosing Party has credible evidence that the Receiving Party is about to, or has already begun to, wrongfully disclose or transfer the Confidential Information in violation of this Agreement, the Disclosing Party reserves the right to seek a seizure order under the DTSA or any other statute permitting ex parte relief. Such an order may authorize law enforcement officials to seize property necessary to prevent the propagation or dissemination of the misappropriated information. The Receiving Party consents to the jurisdiction of any court of competent authority for issuance and enforcement of such an order.

12.6 No Election of Remedies
The Disclosing Party’s pursuit of injunctive or equitable relief, damages, attorneys’ fees, indemnification, or any combination thereof shall not require the Disclosing Party to make an election of remedies. All remedies hereunder are cumulative and may be exercised concurrently or successively, in any order, and shall be in addition to any other remedies available at law or equity.

12.7 Extension of Restrictive Periods
If the Receiving Party breaches or threatens to breach any of the non-disclosure, non-circumvention, or non-solicitation covenants set forth in this Agreement, the Disclosing Party shall have the right to seek judicial extension of any restrictive periods affected by such breach, ensuring that the Receiving Party does not benefit from its wrongdoing or delay tactics. Any such extension shall be in addition to, and not in lieu of, any other remedies granted by a court of competent jurisdiction.

12.8 International & Extraterritorial Enforcement
To the extent the misappropriation or breach extends beyond the U.S. or involves foreign jurisdictions, the Receiving Party acknowledges that this Agreement and any judgment or order obtained hereunder may be enforced through treaties or reciprocal enforcement mechanisms, including but not limited to the Hague Convention. The Receiving Party waives any defense premised on foreign forum inconvenience, sovereign immunity, or lack of reciprocity.

12.9 Ongoing Duty of Cooperation
In the event the Disclosing Party undertakes an investigation or legal action relating to a breach, the Receiving Party shall fully cooperate, including promptly providing all records, documents, or other evidence relevant to the claimed breach. Any refusal or obstruction by the Receiving Party to provide such cooperation shall itself be considered an independent, material breach of this Agreement.

12.10 No Exclusivity of Forum or Venue
Nothing in this Section shall limit the Disclosing Party from pursuing legal action in any forum or venue deemed appropriate by the Disclosing Party, subject to the Governing Law & Dispute Resolution provisions of this Agreement. If the Disclosing Party initiates actions in multiple forums—domestic or international—to protect its rights, the Receiving Party agrees to comply with all lawful orders and directions issued by each tribunal.

SECTION 13: REPRESENTATIONS & WARRANTIES

13.1 Authority to Enter Agreement
The Receiving Party hereby represents and warrants that:

Capacity & Corporate Authorization: It has full legal right, power, and authority to execute, deliver, and perform this Agreement, and that the individual signing on its behalf has been duly authorized to bind the Receiving Party.

No Conflict: Neither the execution of this Agreement, nor compliance with its terms, conflicts with or violates any contract, instrument, or understanding—written or oral—to which the Receiving Party is a party or by which it is bound.

No Pending Claims or Restrictions: There are no existing or threatened legal actions, investigations, or proceedings that would prevent or limit the Receiving Party’s ability to fully perform its obligations under this Agreement.

13.2 No Conflicting Obligations
The Receiving Party represents and warrants that it is not bound by any agreement or obligation, including non-disclosure, confidentiality, non-compete, or similar arrangements, that would prevent it from fully complying with all covenants and requirements in this Agreement. Should any such conflict arise during the term of this Agreement, the Receiving Party shall immediately notify the Disclosing Party in writing and cease accessing or using any Confidential Information until the conflict is resolved to the Disclosing Party’s satisfaction.

13.3 Disclaimer of Warranties by Disclosing Party
All Confidential Information is provided “as is,” without any warranty, representation, or guarantee of any kind—express, implied, statutory, or otherwise—including but not limited to warranties of accuracy, completeness, fitness for a particular purpose, merchantability, or non-infringement. The Receiving Party acknowledges that it is solely responsible for verifying and evaluating the Confidential Information for its own purposes and assumes all risk of use. The Disclosing Party shall not be liable for any loss or damage resulting from the Receiving Party’s reliance on or use of the Confidential Information.

13.4 No Inducement or Reliance
The Receiving Party further represents that it is entering into this Agreement of its own free will, without reliance on any representation, promise, or inducement not expressly set forth herein. The Parties acknowledge and agree that this Agreement, including its incorporated documents and references, constitutes the entire understanding regarding the subject matter and supersedes all prior representations, whether written or oral, concerning such subject matter.

13.5 Ongoing Accuracy
All representations and warranties made by the Receiving Party in this Agreement shall be true and correct throughout the term of this Agreement. If at any time the Receiving Party learns or has reason to believe that any of its representations or warranties is or may become untrue or inaccurate, it shall immediately notify the Disclosing Party in writing and provide all relevant details. Failure to do so shall be deemed a material breach of this Agreement.

13.6 Acknowledgment of Limited Use
The Receiving Party acknowledges that the Confidential Information may be subject to rapid changes, updates, or obsolescence. No representation or warranty is made by the Disclosing Party as to the ongoing applicability, market relevance, or regulatory compliance of the Confidential Information. Any reliance by the Receiving Party on the Confidential Information for business, legal, regulatory, or technical decisions is at the Receiving Party’s own risk and responsibility.

SECTION 14: LIABILITY LIMITATIONS

14.1 Exclusion of Certain Damages
To the fullest extent permitted by applicable law, the Disclosing Party shall not be liable for any special, incidental, indirect, consequential, punitive, or exemplary damages, nor for any loss of profits, loss of opportunity, loss of goodwill, business interruption, or loss of data, arising out of or in connection with this Agreement or the Confidential Information—even if the Disclosing Party has been advised of the possibility of such damages. The Receiving Party expressly waives any claim for such damages against the Disclosing Party.

14.2 No Liability for Accuracy or Completeness
The Disclosing Party makes no representation or warranty regarding the accuracy, completeness, or reliability of the Confidential Information, and shall bear no liability for any errors, omissions, or inconsistencies therein. The Receiving Party assumes all risks and liabilities arising from its use or reliance on the Confidential Information, including, without limitation, any decision to develop products, enter business arrangements, or pursue regulatory approvals.

14.3 Exception for Willful Misconduct
Nothing in this Section shall be construed to limit or exclude liability for the Disclosing Party’s own fraud, willful misconduct, or any other liability that cannot be excluded or limited under applicable law. However, any liability arising from ordinary negligence, errors in judgment, or unintentional disclosure is expressly disclaimed to the fullest extent permissible by law.

14.4 No Obligation to Update
The Disclosing Party has no duty or obligation to supplement, revise, or update the Confidential Information once it has been provided. The Receiving Party acknowledges that the Confidential Information may become outdated, inaccurate, or superseded over time and holds the Disclosing Party harmless against any claim relating to such obsolescence or changed circumstances.

14.5 Additional Limitations or Riders
If the Parties have executed any supplemental agreements, riders, or addenda that impose further limitations on liability, such provisions shall operate in tandem with (and not in derogation of) this Section 14, provided they do not negate or diminish any protections afforded to the Disclosing Party hereunder. In the event of a conflict between this Section 14 and any subsequently executed limitation of liability clause, the provision offering the greatest protection to the Disclosing Party shall govern.

14.6 Allocation of Risk
The Receiving Party acknowledges that the limitations of liability set forth in this Section 14 are a fundamental part of this Agreement and a fair allocation of the risks between the Parties, reflected in the fact that no monetary or other compensation is being charged by the Disclosing Party for the disclosure of Confidential Information. Absent these limitations, the Disclosing Party would not be willing to provide the Confidential Information or enter into this Agreement.

14.7 Preservation of Other Protections
All liability disclaimers, damage exclusions, and other protective provisions in this Section 14 are intended to supplement and reinforce any other protections or limitations stated elsewhere in this Agreement. They shall be interpreted so as to provide the maximum legally permissible shield to the Disclosing Party against any form of legal, financial, or equitable liability. If any subprovision of this Section 14 is found unenforceable in a given jurisdiction, the remaining subprovisions shall continue in full force and effect to the greatest extent allowed by law.

SECTION 15: AUDIT RIGHTS & COMPLIANCE CHECKS

15.1 Right to Inspect and Audit
The Disclosing Party reserves the unqualified right, upon reasonable notice and during normal business hours, to audit, inspect, or otherwise review the Receiving Party’s facilities, records, systems, and any environment where Confidential Information may be stored or accessed. Such audits may include, without limitation, verifying the scope of the Receiving Party’s access to the Confidential Information, inspecting security protocols, reviewing access logs, and confirming adherence to all obligations set forth in this Agreement. The Receiving Party shall fully cooperate with any such audit and shall provide timely access to the requested information, personnel, hardware, and software resources.

15.2 Forensic Investigations
Where there is credible evidence or suspicion of a security breach, misappropriation, unauthorized disclosure, or other violation of this Agreement, the Disclosing Party may, at its sole discretion and cost, retain independent forensic experts to investigate the Receiving Party’s systems, devices, networks, and records. The Receiving Party shall grant these experts immediate and unimpeded access to any relevant equipment, data repositories, backup media, or other resources necessary to ascertain the nature, extent, and cause of the alleged breach. Refusal to cooperate fully, or any act that hinders or delays such investigation, shall constitute a material breach of this Agreement and may itself warrant immediate injunctive relief or additional legal remedies.

15.3 Obligation to Remedy and Re-Audit
If any audit or forensic investigation reveals a deficiency, noncompliance, or breach of this Agreement, the Receiving Party shall promptly implement whatever corrective measures the Disclosing Party deems necessary to protect the Confidential Information from further risk or exposure. The Disclosing Party may then conduct a follow-up audit or investigation, at the Receiving Party’s expense, to verify that all deficiencies have been adequately addressed. Any failure to remediate identified issues within the timeframe specified by the Disclosing Party shall constitute a further material breach of this Agreement, entitling the Disclosing Party to pursue all available remedies under law or equity.

15.4 Costs and Expenses
Unless otherwise specified, each Party shall bear its own costs and expenses associated with routine audits under this Section. However, if any audit or investigation uncovers a material breach, significant deficiency, or other serious noncompliance on the part of the Receiving Party, the Receiving Party shall reimburse the Disclosing Party for all costs associated with such audit or investigation, including but not limited to forensic expert fees, attorneys’ fees, travel expenses, and administrative costs.

15.5 Confidentiality of Audit Findings
The Disclosing Party shall make reasonable efforts to minimize disruption to the Receiving Party’s normal business operations during an audit or investigation. Any findings, reports, or conclusions generated by the Disclosing Party or its appointed experts shall be treated as Confidential Information of the Disclosing Party. However, the Disclosing Party reserves the right to disclose such findings as necessary to protect its legal interests, enforce its rights under this Agreement, or comply with court orders, regulatory inquiries, or governmental mandates.

15.6 No Waiver of Other Rights
The rights and remedies provided in this Section are in addition to all other rights, remedies, and privileges available to the Disclosing Party under this Agreement, at law, or in equity. The initiation or completion of an audit or forensic investigation shall in no way limit the Disclosing Party’s ability to seek injunctive relief, damages, or other sanctions for any breach or threatened breach of this Agreement. Any delay or failure to exercise these audit rights at any given time shall not be construed as a waiver or forfeiture of the Disclosing Party’s entitlement to exercise them in the future.

SECTION 16: SUBPOENAS, FOIA, & THIRD-PARTY DEMANDS

16.1 Immediate Notice of Demand
If the Receiving Party is served with, or otherwise becomes aware of, any subpoena, court order, request under the Freedom of Information Act (“FOIA”) or an equivalent public-records statute, or any other compulsory legal or regulatory demand (collectively, “Third-Party Demand”) seeking the disclosure of Confidential Information, the Receiving Party shall immediately notify the Disclosing Party in writing—prior to complying with such demand. This notice must include, to the extent legally permissible, a copy of the Third-Party Demand, the name of the requesting entity, the deadline for compliance, and any other relevant details that enable the Disclosing Party to evaluate its options.

16.2 Cooperation & Protective Orders
The Receiving Party shall fully cooperate with the Disclosing Party in any effort to challenge, quash, narrow, or otherwise contest the Third-Party Demand, including but not limited to:

Allowing the Disclosing Party adequate time to intervene or seek a protective order;

Providing all relevant information that could support the Disclosing Party’s objection to disclosure;

Refraining from producing any Confidential Information pending the resolution of the Disclosing Party’s legal challenge, unless otherwise mandated by a final order of a court of competent jurisdiction.

Any compliance with a Third-Party Demand absent the Disclosing Party’s written consent shall be limited strictly to the minimum scope mandated by law.

16.3 Special Considerations for Governmental Bodies
Where the Receiving Party is a governmental body or agency (or subject to an equivalent open-records or public-disclosure requirement), the Receiving Party acknowledges and affirms its obligation under Section 4.5 to treat Confidential Information as exempt from disclosure to the maximum extent allowed by law. The Receiving Party will promptly notify the Disclosing Party of any request for such information, even if styled as a public-records inquiry or FOIA request, and work in good faith with the Disclosing Party to ensure the information remains protected to the fullest extent permissible.

16.4 No Voluntary Disclosure
Except as expressly required by law or final court order, the Receiving Party shall not voluntarily disclose any Confidential Information in response to a Third-Party Demand. If the Receiving Party voluntarily provides Confidential Information to any third party without adhering to the notice and cooperation provisions of this Section, such disclosure shall be deemed a material breach of this Agreement, subjecting the Receiving Party to all remedies available hereunder or at law.

16.5 Liability for Unauthorized Disclosure
Should the Receiving Party fail to adhere to the procedures set forth in this Section—resulting in a disclosure of Confidential Information without affording the Disclosing Party a reasonable opportunity to protect its interests—the Receiving Party shall be liable for any and all resulting damages, expenses, legal fees, or injuries incurred by the Disclosing Party. This liability is in addition to any other penalties or equitable relief available to the Disclosing Party under this Agreement or applicable law.

16.6 Survival
All obligations and requirements imposed by this Section shall survive any termination or expiration of this Agreement, continuing in perpetuity or for the maximum period permitted by law. Any breach of this Section post-termination shall be treated as if the Agreement were still in full force and effect, enabling the Disclosing Party to seek injunctive and monetary remedies to the extent necessary to protect its Confidential Information.

SECTION 17: GOVERNING LAW & DISPUTE RESOLUTION

17.1 Choice of Law (Michigan)
This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the laws of the State of Michigan, without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of another jurisdiction.

17.2 Exclusive Venue
Any action, suit, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the State of Michigan, and each Party irrevocably submits to the personal jurisdiction of such courts for the purposes of any such action, suit, or proceeding. The Receiving Party waives any claim that any such court is an inconvenient forum or does not have jurisdiction over the Receiving Party.

17.3 Waiver of Jury Trial
To the extent permitted by applicable law, the Parties each waive any right to a trial by jury in any action or proceeding relating in any way to this Agreement. In the event that the waiver of jury trial is deemed unenforceable, the Parties agree that any dispute shall be tried before the court without a jury to the fullest extent permitted by law.

17.4 Optional Arbitration Clause
If the Parties mutually agree in writing, they may elect to submit any dispute, controversy, or claim arising out of or relating to this Agreement to binding arbitration in accordance with the rules of an established arbitration body (e.g., the American Arbitration Association). The arbitration shall take place in Michigan, and the arbitrator’s award shall be final and binding, with judgment enforceable in any court of competent jurisdiction. This provision shall not preclude the Disclosing Party from seeking immediate injunctive or equitable relief in a court of law for any breach of confidentiality or intellectual property rights.

17.5 No Limitation on Immediate Remedies
Notwithstanding any dispute resolution procedure set forth in this Agreement, nothing shall prevent the Disclosing Party from seeking immediate injunctive relief, ex parte seizure, or other equitable remedies to protect its interests in the Confidential Information, trade secrets, or any other form of intellectual property. Such relief may be sought concurrently with, or in lieu of, arbitration or other dispute resolution methods.

17.6 Enforceability of Judgments Internationally
To the extent the Receiving Party or its assets are located outside the United States, the Receiving Party agrees that any final judgment or order obtained by the Disclosing Party may be enforced in any jurisdiction under the Hague Convention or through other treaties or reciprocal enforcement mechanisms. The Receiving Party waives any claim of immunity (including sovereign immunity), inconvenience, or deficiency in the validity or enforceability of such judgment to the maximum extent permitted by applicable law.

17.7 Attorneys’ Fees and Costs
In addition to any other remedies provided under this Agreement, the prevailing Party in any dispute, arbitration, or legal proceeding relating to this Agreement shall be entitled to recover its attorneys’ fees, expert witness fees, litigation costs, and related expenses from the other Party, to the fullest extent permitted by law.

SECTION 18: EXTRATERRITORIAL ENFORCEMENT

18.1 Consent to Personal Jurisdiction
The Receiving Party acknowledges and agrees that any unauthorized disclosure, use, or misappropriation of Confidential Information that occurs beyond the territorial boundaries of the United States—whether by the Receiving Party itself, its affiliates, or any third party under its control—shall still be subject to the provisions, restrictions, and remedies set forth in this Agreement. By executing or accepting this Agreement, the Receiving Party irrevocably consents to the personal jurisdiction of the federal or state courts in the State of Michigan for the enforcement of this Agreement, regardless of the Receiving Party’s geographic location, domicile, or place of business.

18.2 International Enforcement Mechanisms
To the extent that the Receiving Party (or its assets) is located outside of the United States, the Receiving Party agrees that any judgment, injunction, or award issued by a court of competent authority in the State of Michigan may be enforced in any foreign jurisdiction through all applicable treaties, conventions, or reciprocal enforcement mechanisms, including but not limited to the Hague Convention on the Recognition and Enforcement of Foreign Judgments, if available. The Receiving Party expressly waives any argument or defense that such enforcement would be contrary to local public policy, lack reciprocity, or be subject to additional formalities beyond those contemplated by the relevant treaty or convention.

18.3 Waiver of Forum Inconvenience
The Receiving Party irrevocably waives any objection based on forum non conveniens, improper venue, or lack of personal or subject matter jurisdiction in any action brought in the State of Michigan pursuant to this Agreement. The Receiving Party further waives any claim that a court of competent authority in Michigan constitutes an inconvenient forum, regardless of where the alleged violation of this Agreement may have occurred or where the Receiving Party’s principal place of business is situated.

18.4 No Sovereign Immunity
If the Receiving Party, or any entity acting on its behalf, is a governmental body or instrumentality of a sovereign state, the Receiving Party hereby acknowledges that entry into this Agreement constitutes a commercial act, and it expressly and irrevocably waives any claim to sovereign immunity (including immunity from suit, attachment, or execution) for the purposes of enforcing this Agreement. This waiver applies to the maximum extent allowed by applicable international law, treaties, and conventions. Under no circumstance shall the Receiving Party invoke sovereign immunity to circumvent, limit, or delay the Disclosing Party’s legal remedies under this Agreement.

18.5 Compliance with Local Laws
If, by operation of local law, any part of this Agreement or its enforcement is deemed invalid or unenforceable, the remainder shall remain in full force and effect to the extent permissible. The Receiving Party shall promptly notify the Disclosing Party of any perceived conflict between this Agreement and the laws of the jurisdiction(s) where the Confidential Information may be accessed. In such an event, the Parties shall collaborate in good faith to modify or supplement this Agreement, if feasible, to preserve the Disclosing Party’s rights and remedies to the greatest extent possible under local law.

18.6 Acknowledgment of Global Reach
The Receiving Party recognizes that the Confidential Information provided under this Agreement may be used or stored in multiple jurisdictions, including those with varying levels of data protection or trade secret enforcement. The Receiving Party shall ensure that its affiliates, subsidiaries, contractors, or personnel handling the Confidential Information in such jurisdictions adhere to standards of confidentiality, security, and enforcement at least as stringent as those in the State of Michigan. Any lower standard or legal gap in a foreign jurisdiction shall not diminish the obligations imposed by this Agreement.

18.7 Additional Relief
Should the Receiving Party attempt to dissipate assets, transfer Confidential Information, or otherwise evade enforcement of this Agreement by exploiting jurisdictional boundaries, the Disclosing Party may pursue ex parte, injunctive, or other expedited relief in any available forum, seeking immediate measures—such as seizure orders, freezing of assets, or other equitable remedies—to prevent further harm. The Receiving Party shall be liable for all reasonable costs, fees, and expenses (including attorneys’ fees) incurred by the Disclosing Party in effectuating or enforcing such relief across international boundaries.

18.8 Survival
All obligations, acknowledgments, and waivers in this Section shall survive indefinitely, extending beyond any termination or expiration of this Agreement, to ensure that the Disclosing Party’s rights remain protected in all relevant jurisdictions for as long as the Confidential Information retains its confidential or proprietary character.

SECTION 19: MISCELLANEOUS PROVISIONS

19.1 Entire Agreement and Merger Clause
This document constitutes the complete and exclusive statement of the agreement between the Disclosing Party and the Receiving Party with respect to the subject matter described herein. It supersedes and merges all prior or contemporaneous proposals, understandings, agreements, representations, or communications, whether oral or written, regarding the Confidential Information. No subsequent agreement or modification shall be binding unless in writing and signed by an authorized representative of each Party.

19.2 Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, such provision shall be modified and interpreted to accomplish the intent of the original provision to the greatest extent possible under applicable law. The validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and each such provision shall remain in full force and effect to the maximum extent permitted by law.

19.3 Amendments and Waivers
No amendment, supplementation, or modification of this Agreement shall be valid unless set forth in a writing signed by an authorized representative of each Party. The failure or delay of any Party at any time to enforce any of the provisions of this Agreement, or to exercise any right or option herein, shall not be construed as a waiver of that provision or of the right to subsequently enforce it or exercise such right or option. Any waiver must be explicit, in writing, and signed by the Party granting it.

19.4 Assignment Restrictions
The Receiving Party shall not assign, delegate, or otherwise transfer its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the Disclosing Party, which may be withheld in the Disclosing Party’s sole discretion. Any attempted assignment or transfer without such consent shall be null, void, and without legal effect. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

19.5 Notices
All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed duly given if delivered (a) by hand with a written receipt of delivery; (b) by registered or certified mail, return receipt requested, postage prepaid; (c) by recognized overnight courier service; or (d) by electronic mail (with a copy sent by registered or certified mail), provided that confirmation of receipt is obtained. Unless otherwise specified, the addresses and contact details for each Party shall be those stated in any separate cover agreement, purchase order, or other contractual document referencing this Agreement. Either Party may change its address for notice by giving the other Party written notice in accordance with this Section.

19.6 E-Signature Validity
The Parties agree that an electronic signature, whether by typed name, digital certification, or other recognized e-signature method, shall be deemed equivalent to a handwritten signature for the purposes of executing this Agreement and shall be fully enforceable under the federal Electronic Signatures in Global and National Commerce (ESIGN) Act, the Uniform Electronic Transactions Act (UETA), and any other applicable state or international e-sign laws. The Receiving Party acknowledges that checking a box, clicking “I agree,” or performing another similar affirmative act to consent to the terms of this Agreement shall constitute a legally binding electronic signature.

19.7 Headings and Construction
Section headings and titles are for ease of reference only and shall not affect the meaning or interpretation of any provision of this Agreement. No rule of strict construction shall be applied against any Party. Unless otherwise clear from context, the words “include,” “includes,” and “including” mean “include without limitation,” “includes without limitation,” and “including without limitation,” respectively.

19.8 Relationship of the Parties
Nothing contained in this Agreement shall be construed to create any agency, partnership, joint venture, or other form of enterprise, employment, or fiduciary relationship between the Parties. Neither Party shall have any right, power, or authority to create any obligation or responsibility on behalf of the other Party, except as expressly provided in this Agreement.

19.9 Force Majeure
The Disclosing Party shall not be deemed to be in breach of this Agreement or otherwise liable for any delay or failure in performance to the extent that such delay or failure results from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil disorder, labor disputes, regulatory restrictions, or other events of similar magnitude. This provision does not excuse any obligation to maintain confidentiality, return or destroy information, or otherwise comply with the terms of this Agreement once such causes are removed or no longer prevent performance.

19.10 Further Assurances
Each Party shall, upon the request of the other Party and without further consideration, take all such further actions, execute and deliver all such further documents, and provide such further assurances as may reasonably be necessary or desirable to carry out the purposes of this Agreement and the transactions contemplated herein.

19.11 No Third-Party Beneficiaries
Nothing in this Agreement, express or implied, is intended to confer upon any person or entity other than the Parties hereto any rights, remedies, obligations, or liabilities of any nature whatsoever, and no person or entity shall be deemed a third-party beneficiary of this Agreement.

19.12 Cumulative Remedies
All rights and remedies set forth in this Agreement shall be cumulative and may be exercised concurrently or in any order. The exercise of any remedy shall not be deemed an election of remedies, nor preclude the exercise of any other remedy provided by law, in equity, or set forth in this Agreement.

SECTION 20: ACKNOWLEDGMENT & ACCEPTANCE

20.1 Signature & Date
The Receiving Party affirms that it has read and understands all provisions contained within this Agreement and provides its consent and acceptance thereto by applying a valid signature (electronic or written) and indicating the date of such signature. The Effective Date of this Agreement shall be the date on which the Receiving Party’s signature is executed or recorded, unless otherwise expressly indicated.

20.2 Title & Role of Signatory
Any individual signing or otherwise indicating acceptance on behalf of the Receiving Party represents and warrants that they possess full authority to do so and have the necessary power to bind the entity they represent. The Disclosing Party shall have no obligation to verify the signatory’s authority beyond receiving the executed or accepted Agreement; all liability for any misrepresentation of authority lies solely with the Receiving Party.

20.3 Binding Effect Upon Submission
By signing or indicating electronic acceptance, the Receiving Party acknowledges and agrees that this Agreement is immediately binding and enforceable. In the event of a conflict between this Agreement and any other communication, purchase order, or purported contract term, this Agreement shall govern with respect to the handling, use, and protection of Confidential Information, unless a superseding agreement is explicitly executed by both Parties in writing.

20.4 Affirmation of Understanding
The Receiving Party further represents and warrants that it has fully reviewed and understands the implications of the confidentiality, non-disclosure, non-circumvention, and other obligations herein. The Receiving Party expressly affirms that these obligations and restrictions are reasonable, necessary, and appropriate to protect the Disclosing Party’s legitimate business interests, trade secrets, and proprietary information, and that the Receiving Party willingly accepts them without duress or undue influence.

20.5 Electronic Consent or “Click-Through” Acceptance
In situations where the Disclosing Party employs an online platform, website, or “click-through” mechanism to secure the Receiving Party’s acceptance (including, but not limited to, a checkbox or button labeled “I agree”), such electronic action shall constitute a legally binding signature under the federal Electronic Signatures in Global and National Commerce (ESIGN) Act, state Uniform Electronic Transactions Acts, and any analogous foreign laws or regulations. The Receiving Party waives any defense contesting the enforceability of this Agreement based on the format, medium, or mechanism of its acceptance.

20.6 Conclusive Acknowledgment
The Receiving Party’s signature or electronic indication of acceptance serves as conclusive acknowledgment of its commitment to uphold the obligations, restrictions, and penalties set forth in this Agreement. Any claim that the Receiving Party did not read or comprehend the terms shall be inadmissible as a defense against the enforcement of this Agreement.

SECTION 21: NO WAIVER OF OTHER RIGHTS

21.1 Cumulative and Non-Exclusive Remedies
All remedies and rights granted to the Disclosing Party under this Agreement or at law or in equity are cumulative, non-exclusive, and may be exercised concurrently or successively, in any order. The exercise of one remedy by the Disclosing Party shall not be deemed a waiver of any other remedy or the right to pursue additional claims for the same or related acts or omissions.

21.2 Reservation of Rights
The Disclosing Party expressly reserves all rights not specifically granted or waived herein. No provision of this Agreement shall be construed to limit or diminish any right, remedy, or cause of action available to the Disclosing Party under the laws of the State of Michigan, the United States, or any other jurisdiction in which the Receiving Party or its assets may be located, whether now existing or hereafter enacted.

21.3 No Implied Waiver
No failure or delay by the Disclosing Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude the subsequent or further exercise of that or any other right, power, or privilege. A waiver of any breach or default by the Receiving Party shall only be valid if expressly stated in a written instrument signed by an authorized representative of the Disclosing Party, and such waiver shall not constitute a waiver of any subsequent breach or default.

21.4 Survival of Claims
In the event of any breach of the terms of this Agreement, the Disclosing Party’s right to seek damages, injunctive relief, seizure, attorney fees, or any other remedy shall survive indefinitely, irrespective of whether this Agreement has been terminated or expired. Any claim for relief or damages arising from actions during the term of this Agreement may be brought and prosecuted after such termination or expiration, without regard to whether the breach is discovered before or after the date of termination.

21.5 No Admission or Estoppel
Nothing contained herein shall be construed as an admission by the Disclosing Party that any obligation, standard, or precedent exists with respect to the disclosure or protection of Confidential Information. The provisions of this Agreement are put forth solely to protect the Disclosing Party’s interests and intellectual property. The Disclosing Party’s willingness to enter into this Agreement or to disclose any information under its terms shall not estop or otherwise bar the Disclosing Party from enforcing any rights or privileges under statutory or common law relating to its Confidential Information or trade secrets.

SECTION 22: NO USE OF “PUBLIC DOMAIN” OR “FAIR USE” DEFENSE

22.1 Affirmative Representation
The Receiving Party expressly acknowledges that the Confidential Information is proprietary and protected under the terms of this Agreement, and that no disclosure, dissemination, or partial publication—whether intentional, accidental, or unauthorized—shall place any portion of the Confidential Information into the “public domain.” The Receiving Party agrees not to assert any “public domain” or “fair use” defense or argument absent indisputable, written evidence that the specific materials in question were deliberately and lawfully released to the general public by the Disclosing Party itself.

22.2 Burden of Proof
Should the Receiving Party allege that any portion of the Confidential Information is publicly available or subject to “fair use,” the Receiving Party bears the full burden of proof. Conclusory statements, references to third-party leaks, or inadvertent disclosures by unrelated entities shall not satisfy this burden. The Receiving Party must present clear and convincing evidence that:

The Disclosing Party explicitly authorized the public release of the specific materials at issue;

The disclosed materials were accessible to the general public prior to or independently of any breach, unauthorized distribution, or disclosure by or through the Receiving Party; and

No portion of the materials in question remains confidential or subject to trade secret protections under any other provision of law.

22.3 No Defense by Partial Disclosure
Any partial, fragmentary, or piecemeal disclosure of the Confidential Information—whether resulting from the Receiving Party’s acts or a third party’s actions—shall not transform the rest of the undisclosed information into the “public domain.” Likewise, if only some component of the Confidential Information becomes public through no fault of the Disclosing Party, the remainder shall remain confidential and fully protected by this Agreement.

22.4 Fair Use Inapplicable to Proprietary Materials
The Receiving Party shall not rely on any “fair use,” “research exemption,” or other statutory or judicial doctrine to justify disclosure or utilization of the Confidential Information, especially in a commercial or competitive context. Even if a portion of the information might qualify for such defense under other circumstances, the strict confidentiality obligations set forth in this Agreement prevail, barring any unauthorized reliance on or distribution of the material.

22.5 Liability for Misuse of Defense
If the Receiving Party asserts a “public domain” or “fair use” defense in bad faith, or uses such defense to facilitate or conceal acts of infringement, misappropriation, or other breach of this Agreement, the Receiving Party shall be liable for all resulting damages and legal fees incurred by the Disclosing Party, in addition to any other remedies available under this Agreement or applicable law.

22.6 Survival
The obligations and restrictions contained in this Section shall survive the termination or expiration of this Agreement, continuing indefinitely or for as long as the Confidential Information remains protected under applicable law—whichever is longer. The Disclosing Party may enforce these provisions at any time a “public domain” or “fair use” defense is attempted, regardless of whether the alleged public domain status or fair use event predates or postdates the termination of this Agreement.

SECTION 23: NO USE FOR AI/ML TRAINING OR SECURITY EXPLOITATION

23.1 Prohibition on AI/ML Data Utilization
The Receiving Party shall not, under any circumstance, utilize any Confidential Information—including Sensitive Materials—to train, test, calibrate, refine, or otherwise inform artificial intelligence (AI), machine learning (ML), deep learning, neural networks, or any other algorithmic or automated data-processing models or systems, regardless of whether such systems are for commercial, academic, governmental, nonprofit, or personal use. This prohibition extends to any dataset derived, in whole or in part, from the Confidential Information, as well as any metadata, annotations, or labeling that incorporate, reflect, or rely on insights gleaned from the Confidential Information.

23.1.1 No Aggregation or Derivative Datasets
The Receiving Party shall not aggregate, commingle, anonymize, pseudonymize, or otherwise manipulate the Confidential Information in a manner intended to circumvent the restrictions of this Section. Any dataset, model, or AI system that incorporates any trace, feature, or characteristic of the Confidential Information shall be treated as though it is the Confidential Information itself, maintaining full protection and remaining subject to all terms of this Agreement.

23.1.2 Third-Party AI Platforms
The Receiving Party shall not input, upload, or otherwise expose the Confidential Information to any third-party AI or ML service, data warehouse, or platform (including cloud-based machine learning pipelines), unless explicitly authorized in writing by the Disclosing Party. Any unauthorized disclosure through such platforms constitutes a material breach, triggering immediate injunctive relief and other legal or equitable remedies to the maximum extent allowed by law.

23.1.3 Destructive Oversight for Misuse
If the Receiving Party inadvertently or improperly uses Confidential Information in any AI or ML system or pipeline, it shall promptly notify the Disclosing Party in writing. The Receiving Party must then, at its own cost, take all necessary steps to purge or retrain the affected systems, remove any learned parameters attributable to the Confidential Information, and ensure that no persistent artifacts remain. The Disclosing Party reserves the right to audit or verify such remedial measures in accordance with Section 15 (Audit Rights & Compliance Checks).

23.2 No Vulnerability Exploitation or Security Attacks
The Receiving Party shall not engage in vulnerability exploitation, penetration testing, or any form of malicious probing against the Disclosing Party’s software, hardware, networks, infrastructure, or data that may be referenced, described, or revealed by the Confidential Information. This includes, but is not limited to:

Unauthorized Access or Hacking: Attempting to gain elevated privileges, bypass security controls, or otherwise hack into systems or devices associated with the Disclosing Party;

Reverse Engineering with Malicious Intent: Analyzing binaries, libraries, or source code for the sole purpose of discovering exploitable vulnerabilities, designing malware, or enabling third parties to exploit the Disclosing Party’s systems;

Disclosure of Vulnerabilities: Publicly disclosing or selling any vulnerabilities found, without first notifying the Disclosing Party and ensuring it has had a reasonable opportunity to rectify or patch such vulnerabilities;

Covert Surveillance or Interception: Using network sniffers, keyloggers, or other intercepting technologies on systems or services linked to the Disclosing Party, or instructing others to do so.

23.2.1 Responsible Disclosure Exception
If the Receiving Party discovers a potential security flaw or vulnerability in the Disclosing Party’s systems or software through authorized means—meaning no breach or misuse of Confidential Information has occurred—the Receiving Party may notify the Disclosing Party via a responsible disclosure process. This exception is strictly limited to cases where the disclosure is made in good faith, with the explicit intent to enable the Disclosing Party to correct such flaw, and does not involve public release or third-party notification without the Disclosing Party’s prior written consent.

23.2.2 Prohibition on Public Disclosure
Should any potential vulnerability or flaw be discovered, the Receiving Party shall not publish, disclose, or distribute the vulnerability through websites, social media, academic papers, conference presentations, bug bounty platforms, or any other medium without first obtaining the Disclosing Party’s written approval. Any unauthorized disclosure of vulnerabilities is a material breach of this Agreement, exposing the Receiving Party to significant legal and equitable sanctions, including immediate injunctive relief, damages, and attorneys’ fees.

23.3 Material Breach and Remedies
Any violation of this Section, whether by AI/ML training or security exploitation, shall be deemed a material breach of this Agreement, triggering the Disclosing Party’s right to pursue immediate injunctive relief, ex parte seizures, monetary damages (including punitive or exemplary damages if warranted), and any other remedy permissible by law, statute, or equity. The Disclosing Party may also demand the Receiving Party certify in writing that it has discontinued all prohibited activities and taken remedial measures to ensure such activities do not recur.

23.4 Scope of Prohibition
The prohibitions set forth in this Section apply irrespective of whether the Receiving Party directly or indirectly conducts the prohibited AI/ML or security-related activities. Any arrangement, partnership, collaboration, or licensing scheme designed to facilitate or offload such prohibited actions to a third party shall likewise constitute a breach. The Receiving Party must ensure that its employees, contractors, affiliates, and agents are similarly bound and must actively enforce compliance against them.

23.5 Survival
The obligations under this Section shall survive indefinitely, extending beyond the termination or expiration of this Agreement, for as long as the Confidential Information retains proprietary status or any derivative of it could be exploited in AI/ML training or security-related contexts. No subsequent agreement or modification shall override these provisions unless it explicitly references this Section and is executed in writing by both Parties.

23.6 No Waiver or Excuse
The Receiving Party’s use of disclaimers, such as “for research purposes only,” “for academic study,” or “for white-hat hacking,” shall not relieve it of obligations under this Section. Additionally, the Receiving Party may not assert that any AI/ML training or penetration testing was performed in ignorance of this Section once it has accepted the Agreement. If the Receiving Party claims unawareness of these obligations, such claim shall be rejected as inadmissible, given the binding nature of the Receiving Party’s signature or electronic acceptance.

23.7 Additional Protective Measures
The Disclosing Party reserves the right, at its discretion and at any time, to implement technological measures that track or watermark the Confidential Information—especially code, binaries, or data sets—to detect unauthorized usage in AI/ML or security exploitation scenarios. The presence of such measures does not diminish or waive the Receiving Party’s obligations. Should the Disclosing Party discover any unauthorized usage through such measures, it may immediately invoke all remedies available under this Agreement without prior notice to the Receiving Party.