MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

Company or Individual Name (“You/Your”): _________________________________

If company: State of Domicile: _________________________________

If company: Entity Type: _________________________________

THIS MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (this “Agreement”) is made this _____ day of _______________________, by and between You (the company or individual identified above, including all of your agents and employees) and Continuous Compliance, LLC, a Maryland limited liability company registered to conduct business as “FutureFeed” (“FutureFeed” or “Company”). You and the Company are each referred to herein individually as a “Party,” and collectively as the “Parties.”

1. Recitals
   1. The Company provides Software as a Service applications, referred to as the Services (see our Definitions page for additional details and the definitions of other capitalized terms that are not defined in this Agreement) and ancillary services associated therewith (collectively, the “Platform”).
   2. You are contemplating engaging or have engaged Continuous Compliance in a business relationship (the “Purpose”) and, in connection therewith, (1) You may acquire the Company’s confidential information (“Company’s Confidential Information,” as defined below), and (2) Continuous Compliance may acquire Your confidential information (“Your Confidential Information,” as defined below).
   3. You acknowledge and agree that Company’s Confidential Information, which may include, but is not limited to, features of and details about the Platform, the Company’s financial information, partner information, trade secrets, and general information pertaining to the Company’s business operations, is very valuable to the Company, and that You will safeguard the Company’s Confidential Information as set forth below.
   4. The Company acknowledges and agrees that Your Confidential Information, which may include, but is not limited to, Your sensitive financial information and other information about You, is very valuable to You, and the Company will safeguard Your Confidential Information.
2. Agreement
   1. NOW, THEREFOR, in consideration of You being provided the Company’s Confidential Information, the Company being provided Your Confidential Information, and for other good and valuable consideration, the receipt and sufficiency of all of which are hereby acknowledged, You and the Company agree to:
      1. not use or allow to be used for any purpose any portion of the other Party’s Confidential Information except by duly authorized employees or authorized professional representatives of the Party in support of the Purpose;
      2. only disclose the other Party’s Confidential Information to agents, employees, or other individuals who have a need to know about the contents and nature of the Other Party’s Confidential Information in support of the Purpose and who are bound by similar confidentiality terms;
      3. not make or allow to be made copies of, or otherwise reproduce, any of the other Party’s Confidential Information except as necessary in connection with the Purpose;
      4. promptly return all of the other Party’s Confidential Information to the other Party upon request or, at the other Party’s option destroy and certify the destruction of the other Party’s Confidential Information; and,
      5. protect the security of a Party’s Confidential Information received from the other Party with the same care that the receiving Party protects its own confidential information and accordingly to take reasonable precautions, including the establishment of appropriate procedures and disciplines, to safeguard the other Party’s Confidential Information
   2. Exceptions. The foregoing shall not apply to either Party’s Confidential Information if the Confidential Information:
      1. is initially designated by such Party or its agents or employees as not confidential;
      2. has previously become or subsequently becomes generally available to the public other than as a result of a disclosure by such Party or its agents or employees;
      3. was available to the other Party on a non-confidential basis prior to its disclosure by the Party to the other Party;
      4. becomes available to the other Party on a non-confidential basis from a source other than the Party or the Party’s authorized provider of the Party’s Confidential Information when such source was entitled to make the disclosure to the other Party; or
      5. is required to be disclosed by applicable law or pursuant to an order of a court or administrative agency.
3. Term
   1. This Agreement shall remain in effect for a period of three (3) years after the terms of this Agreement have been accepted by the Parties.
4. Additional Terms
   1. Each Party retains all right, title, and interest in and to its Confidential Information, including without limitation any intellectual property rights associated therewith. No express or implied licenses to the other Party’s intellectual property are granted hereunder.
   2. Neither Party provides any warranties as to the accuracy, completeness, or validity of the Confidential Information, nor as to its fitness for any purpose.
   3. In the event that either Party commits a breach of this Agreement, or in the event that such breach appears to be an imminent probability, the other Party (the “Aggrieved Party”) shall be entitled to all legal and equitable remedies afforded it as a result thereof, including, without limitation, injunction, and the Aggrieved Party shall also be entitled to recover from the breaching Party all reasonable costs and attorneys’ fees incurred by the Aggrieved Party in seeking any such remedy.
   4. Subsequent to the acceptance by the Parties of the terms of this Agreement, except as may be otherwise agreed in writing by the Parties hereto, the existence, nature and scope of the negotiations between the Parties shall be kept confidential by the Parties.
   5. All covenants and agreements herein contained shall inure to the benefit of and shall be binding upon and fully performed by the Parties and their respective heirs, personal representatives, successors and assigns.
   6. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and may not be modified other than in a writing signed by the Parties.
   7. This Agreement shall be construed, enforced and performed in accordance with the laws of the State of Maryland.
   8. If any provision of this Agreement is held to be invalid, void or unenforceable, the remaining provisions hereof shall in no way be affected or impaired and such remaining provisions shall remain in full force and effect.

WITNESS the following signatures and seals of the Parties, effective as of the day and year first above written.

Signed:

_________________________________

Company or Individual Name

_________________________________

Signature

_________________________________

Title

_________________________________

Date

and

_________________________________

Mark E. Berman, CEO

Continuous Compliance, LLC

_________________________________

Date

Version: 22.10a

Change Log:

22.10a – 26-OCT-2022 – Added lack of licenses and lack of warranty provisions

22.06a – 16-JUN-2022 – Updated to include reference to the definitions page

22.04a – 18-APR-2022 – Clerical updates

22.01a – 15-JAN-2022 – Initial Online Version Publication