MUTUAL NON-DISCLOSURE AGREEMENT

1. Purpose

The Parties wish to explore a potential business relationship (the "Purpose") in connection with which each Party may disclose certain confidential and proprietary information to the other. This Agreement sets forth the terms and conditions under which such information will be disclosed and protected.

2. Definition of Confidential Information

"Confidential Information" means any and all non-public information disclosed by either Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally, in writing, electronically, or by any other means, including but not limited to:

• Business plans, strategies, forecasts, and financial information
• Product designs, specifications, algorithms, source code, and technical documentation
• Assessment instruments, methodologies, scoring systems, and psychometric data
• Customer lists, pricing information, and marketing plans
• Trade secrets, inventions, patent applications, and know-how
• Any information marked or identified as "confidential," "proprietary," or similar designation
• Any information that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure

3. Obligations of the Receiving Party

The Receiving Party agrees to:

1. Hold the Disclosing Party's Confidential Information in strict confidence and protect it with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care;
2. Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party;
3. Limit internal disclosure of Confidential Information to those employees, contractors, and advisors who have a legitimate need to know for purposes of the Purpose and who are bound by confidentiality obligations at least as protective as those set forth herein;
4. Not use Confidential Information for any purpose other than the Purpose;
5. Promptly notify the Disclosing Party of any unauthorized disclosure or use of Confidential Information of which the Receiving Party becomes aware.

4. Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate:

1. Is or becomes publicly available through no act or omission of the Receiving Party;
2. Was in the Receiving Party's lawful possession before disclosure by the Disclosing Party, without obligation of confidentiality;
3. Is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information;
4. Is rightfully received from a third party without restriction on disclosure and without breach of any obligation of confidentiality;
5. Is disclosed pursuant to a legal requirement, court order, or governmental regulation, provided the Receiving Party gives the Disclosing Party prompt written notice (to the extent legally permissible) and cooperates with any effort to obtain protective treatment.

5. Term

This Agreement shall remain in effect for a period of three (3) years from the Effective Date, unless earlier terminated by either Party upon thirty (30) days' prior written notice. The confidentiality obligations set forth herein shall survive termination or expiration of this Agreement for the full three-year term measured from the date of each disclosure.

6. Return of Materials

Upon termination or expiration of this Agreement, or upon the written request of the Disclosing Party, the Receiving Party shall promptly:

1. Return or destroy all tangible materials containing Confidential Information;
2. Delete all electronic copies of Confidential Information from its systems;
3. Provide written certification of such return or destruction upon request.

Notwithstanding the foregoing, the Receiving Party may retain one archival copy of Confidential Information solely for legal compliance purposes, subject to the continuing confidentiality obligations of this Agreement.

7. Remedies

Each Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages alone would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, or other equitable remedies without the necessity of proving actual damages or posting a bond.

8. No License or Obligation

Nothing in this Agreement shall be construed as: (a) granting any license or rights under any patent, copyright, trademark, or other intellectual property right; (b) creating any obligation to enter into any further agreement or business relationship; or (c) creating any agency, partnership, or joint venture between the Parties.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without regard to its conflict of laws principles. Any legal action arising out of this Agreement shall be brought exclusively in the state or federal courts located in Hamilton County, Indiana, and each Party consents to the jurisdiction of such courts.

10. Miscellaneous

Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements.

Amendment. No modification of this Agreement shall be effective unless made in writing and signed by both Parties.

Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures.