Non-Disclosure Agreement

NON-DISCLOSURE AGREEMENT (NDA)

This Non-Disclosure Agreement ("Agreement") is entered into by and between Trwise Solutions, Inc., d/b/a SniperPath ("Company") and the undersigned client ("Client") as of the Effective Date set forth below.

1. Purpose

The Company will access and process certain confidential information and third-party feedback (collectively, "Inputs") from or about the Client for the sole purpose of conducting a ProfitDriver Analysis and delivering a ProfitDriver Report identifying opportunities to improve business performance (the "Purpose").

2. Confidential Information

“Confidential Information” means any non-public business, financial, operational, or strategic information disclosed by the Client to the Company, whether orally, in writing, electronically, or through third-party referees, that is reasonably understood to be confidential or proprietary.

3. Company Obligations

The Company agrees to:

• Use the Confidential Information solely for the Purpose;

• Limit access to Client Inputs to those Company personnel or subcontractors with a need to know for the Purpose;

• Take reasonable commercial measures to protect the confidentiality of the Inputs;

• Not disclose Confidential Information to any third party without Client’s prior written consent;

• Upon Client request, securely destroy or return all Confidential Information in the Company’s possession, excluding standard backups or records retained for compliance purposes.

4. Client Obligations

Client agrees to:

• Provide accurate and truthful information to the best of their knowledge;

• Acknowledge that the quality and utility of the ProfitDriver Report depends on the accuracy of the Inputs provided.

5. Exclusions

This Agreement does not apply to information that:

• Is or becomes publicly available through no breach by the Company;

• Was lawfully known by the Company before disclosure;

• Is disclosed to the Company by a third party lawfully and without restriction;

• Is independently developed by the Company without use of or reference to the Inputs.

6. Term

This Agreement remains in effect for three (3) years from the Effective Date or until all Inputs are destroyed or returned, whichever is later.

7. No License or Obligation

No license or obligation is granted by either party beyond what is expressly stated herein. This Agreement does not obligate either party to enter into any further agreement or transaction.

8. Remedies

The Client agrees that any breach of this Agreement may result in irreparable harm, entitling the Client to injunctive relief in addition to any legal remedies.

9. General

• This Agreement shall be governed by the laws of the State of Missouri.

• Any amendments must be in writing and signed by both parties.

• If any provision is held unenforceable, the remainder of the Agreement remains in effect.
  

Client

I agree to accept responsibility for protection of the Client’s data under the above conditions:

Signature of the Coach

Date: 08/17/2025