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Confidentiality Agreement

Please review and accept the following agreement to proceed.

This Mutual Confidentiality and Non-Disclosure Agreement ("Agreement") is entered into as of the date of electronic acceptance below, by and between:

Medibridge Health, Inc. ("Medibridge"), and the individual or entity accepting this agreement ("Receiving Party" or "Counterparty").

The Parties wish to explore a potential business relationship (the "Purpose") and, in connection therewith, each Party may disclose certain Confidential Information to the other Party.

1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any and all non-public, proprietary, or confidential information disclosed by either Party, whether orally, in writing, electronically, or by any other means, including but not limited to: (a) Trade secrets, inventions, patents, patent applications, copyrights, trademarks, and other intellectual property; (b) Software, source code, algorithms, machine learning models, training data, triage scoring logic, clinical decision-support methodologies, and system architectures; (c) Business plans, financial information, pricing, customer and patient data, marketing strategies, and operational processes; (d) Technical data, product roadmaps, designs, specifications, prototypes, and research; (e) Protected Health Information ("PHI") as defined under HIPAA; (f) Any information that a reasonable person would understand to be confidential.

2. EXCLUSIONS

Confidential Information does not include information that: (a) Was already known without obligation of confidentiality; (b) Is or becomes publicly available through no fault of the Receiving Party; (c) Is rightfully received from a third party without restriction; (d) Is independently developed without use of Confidential Information.

3. OBLIGATIONS

The Receiving Party shall: (a) hold all Confidential Information in strict confidence; (b) not disclose to any third party except as expressly permitted; (c) use the information solely for the Purpose; (d) protect using at least the same degree of care as its own confidential information. Neither Party shall reverse engineer, decompile, or disassemble any technology disclosed as Confidential Information.

4. HIPAA AND PHI

To the extent Confidential Information includes PHI, the Receiving Party shall comply with all applicable HIPAA and HITECH requirements. A separate BAA shall be executed prior to any PHI disclosure.

5. INTELLECTUAL PROPERTY

All Confidential Information remains the exclusive property of the Disclosing Party. No license, right, or interest is granted under this Agreement.

6. NON-SOLICITATION

For twelve (12) months following termination, neither Party shall solicit or hire employees or contractors of the other Party without prior written consent.

7. TERM

This Agreement continues for two (2) years from acceptance. Confidentiality obligations survive for three (3) years from disclosure. Trade secret obligations survive indefinitely.

8. REMEDIES

Any breach may cause irreparable harm. The Disclosing Party is entitled to seek injunctive relief and equitable remedies without posting bond.

9. GOVERNING LAW

Governed by the laws of the State of North Carolina. Disputes shall be submitted to mediation, then to courts in Forsyth County, North Carolina.

10. GENERAL

This constitutes the entire agreement. May not be amended except in writing. Electronic signatures are deemed valid and binding.