Mutual Non-Disclosure Agreement

MUTUAL NON-DISCLOSURE AGREEMENT

This Agreement is entered into as of the date of the Counterparty's electronic acceptance recorded below ("Effective Date") between:

Discloser/Recipient A: OpsHero Inc., a Delaware corporation ("OpsHero"), and

Discloser/Recipient B: ______________________________ ("Counterparty")

each a "Party" and together the "Parties."

1. Purpose. The Parties wish to evaluate a possible transaction involving the sale of substantially all assets of the OpsHero platform (the "Transaction"). Each Party may disclose confidential information to the other solely to evaluate the Transaction (the "Purpose").

2. Confidential Information. "Confidential Information" means any non-public information disclosed by a Party, in any form, that is designated confidential or that a reasonable person would understand to be confidential given its nature and the circumstances. It includes, without limitation: source code, repositories and commit history; system and security architecture; threat models; infrastructure configuration and cloud project structure; credentials and secret names; cost, billing and financial data; customer, user and prospect data; product roadmaps; pricing; the existence, status and terms of the Transaction; and the fact that discussions are occurring.

3. Obligations. Each Recipient shall: (a) use Confidential Information solely for the Purpose; (b) protect it using at least the degree of care it uses for its own confidential information, and in no event less than reasonable care; (c) not disclose it to any third party except to its employees, officers, and professional advisers who have a need to know for the Purpose and who are bound by confidentiality obligations no less protective than these, for whose compliance the Recipient remains responsible; and (d) not copy, reproduce, or reverse engineer any disclosed materials except as reasonably necessary for the Purpose.

4. Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) the Recipient possessed without confidentiality obligations before disclosure, as shown by contemporaneous records; (c) is independently developed by the Recipient without use of or reference to the Confidential Information, as shown by contemporaneous records; or (d) is rightfully received from a third party without a duty of confidentiality.

5. Compelled disclosure. A Recipient may disclose Confidential Information to the extent required by law, regulation, or valid legal process, provided it gives the Discloser prompt written notice where legally permitted, discloses only what is required, and cooperates in any effort to limit or protect the disclosure.

6. No license, no warranty, no obligation. All Confidential Information remains the property of the Discloser. No license is granted, by implication or otherwise. Confidential Information is provided "AS IS", and the Discloser makes no representation or warranty as to its accuracy or completeness, except as may be expressly set out in a definitive written agreement for the Transaction. Nothing in this Agreement obligates either Party to proceed with the Transaction or to enter into any further agreement.

7. Return or destruction. Upon the Discloser's written request or upon termination, the Recipient shall promptly return or destroy all Confidential Information and copies, and confirm destruction in writing, except that the Recipient may retain one archival copy solely to comply with law or professional record-keeping obligations, which remains subject to this Agreement.

8. No solicitation. For twelve (12) months from the Effective Date, Counterparty shall not solicit for employment any person it first learns of through the Confidential Information, provided that general public advertising not targeted at such persons is not a breach.

9. Term. This Agreement continues for two (2) years from the Effective Date. Confidentiality obligations survive for three (3) years from the date of each disclosure, or, for any information constituting a trade secret, for as long as it remains a trade secret under applicable law.

10. Remedies. The Parties agree that a breach may cause irreparable harm for which monetary damages are inadequate, and that the non-breaching Party is entitled to seek injunctive relief in addition to any other available remedy, without the necessity of posting a bond.

11. General. This Agreement is governed by the laws of the Commonwealth of Virginia, without regard to conflict-of-laws principles, and the Parties consent to the exclusive jurisdiction of the state and federal courts located there. This Agreement is the entire agreement on this subject and supersedes prior discussions. It may be amended only in writing signed by both Parties. If any provision is held unenforceable, the remainder stays in effect. Neither Party may assign it without the other's written consent. It may be executed in counterparts, including electronically.

AGREED:

Document version 2026-09-10.1. After you sign, OpsHero countersigns and both parties receive the fully executed agreement by email.