Confidential and Sensitive Information Agreement

ATTACHMENT A: CONFIDENTIAL AND SENSITIVE INFORMATION AGREEMENT

This Confidential and Sensitive Information Agreement (“Confidentiality Agreement” or “Agreement”) is incorporated into and forms part of the Patriot Labs Terms of Use.

PURPOSE AND APPLICATION

Patriot Labs and the PatriotLabs PartnerNetwork facilitate communications, research, collaboration, advisory activities, business development, technology evaluation, innovation activities, and other interactions that may involve the exchange of proprietary, confidential, sensitive, competition-sensitive, technical, business, financial, operational, or other nonpublic information.

This Agreement establishes the conditions under which qualifying information expressly designated for confidential or restricted treatment shall be protected. The Terms of Use and this Agreement do not cause every communication or exchange to become confidential. Protection under this Agreement applies to information that satisfies the designation requirements described below.

For purposes of this Agreement, a “Party” means: (i)Veteran Force Industries, LLC, including Patriot Labs and VFI acting in its capacity as PartnerNetwork Administrative Organization; (ii) a Member that has accepted the Patriot Labs Terms of Use; or (iii) another person or organization that has separately agreed in writing or electronically to be bound by this Agreement.

A “Disclosing Party” is a Party that discloses Confidential Information.

A “Receiving Party” is a Party that receives Confidential Information.

The same Party may be a Disclosing Party for one exchange and a Receiving Party for another. Nothing in this Agreement requires any Party to disclose information to another Party or enter into any business, contractual, teaming, research, licensing, investment, or other relationship.

CONFIDENTIAL INFORMATION

“Confidential Information” means nonpublic information disclosed by a Disclosing Party to a Receiving Party that, at the time of disclosure, is expressly:

  1. marked or labeled “Confidential,” “Proprietary,” “Sensitive,” “Competition Sensitive,” “Restricted,” or with substantially similar terminology;

  2. identified as confidential or proprietary in an email, electronic communication, transmittal, cover page, document, file, system notice, or other written communication accompanying or relating to the disclosure;

  3. communicated orally or verbally by the Disclosing Party as confidential, proprietary, sensitive, restricted, or subject to limited disclosure;

  4. identified as confidential, proprietary, sensitive, or restricted during a meeting, presentation, demonstration, conference, video conference, telephone call, collaboration session, or similar interaction; or

  5. otherwise expressly communicated by the Disclosing Party to the Receiving Party as information for which confidential or restricted treatment is required.

Confidential Information may include, without limitation:

  1. existing and future technologies, products, services, and capabilities;

  2. technical, scientific, engineering, research, development, test, evaluation, and demonstration information;

  3. technical approaches, architectures, designs, specifications, concepts, and methods;

  4. business, strategic, marketing, sales, capture, commercialization, and growth plans;

  5. cost, pricing, rate, budget, revenue, and financial information;

  6. business practices, policies, methodologies, procedures, processes, and workflows;

  7. proprietary data, datasets, data models, algorithms, software, source code, program code, systems, and technical processes;

  8. prototypes, samples, devices, equipment, demonstrations, and test results;

  9. intellectual-property and invention-related information;

  10. opportunity, proposal, procurement, acquisition, and capture information;

  11. customer, prospective customer, Government, supplier, subcontractor, partner, and teaming information;

  12. personnel or organizational information;

  13. information concerning a Disclosing Party’s subsidiaries, affiliates, business partners, customers, prospective customers, suppliers, contractors, or other third parties that the Disclosing Party is authorized to disclose; and

  14. other nonpublic information expressly communicated as confidential, proprietary, sensitive, competition-sensitive, or restricted.

A disclosure may qualify as Confidential Information regardless of whether it is made in written, electronic, visual, oral, verbal, demonstrative, physical, digital, or other form, provided that the confidentiality or restricted nature of the information is expressly communicated to the Receiving Party.

NO BLANKET NONDISCLOSURE OBLIGATION

Neither the Terms of Use nor this Agreement creates a blanket nondisclosure obligation covering all interactions among Parties. Information that has not been expressly designated, identified, or otherwise communicated as confidential, proprietary, sensitive, competition-sensitive, restricted, or subject to limited disclosure is not Confidential Information under this Agreement solely because it:

  1. was exchanged during a Patriot Labs activity;

  2. was submitted through a Patriot Labs system;

  3. was discussed among Members;

  4. relates to a business opportunity or technology;

  5. was exchanged during a meeting, event, consultation, demonstration, or collaboration activity; or

  6. was not generally known to all participants.

Parties requesting protection under this Agreement are responsible for expressly communicating that protection is required.

CONFIDENTIALITY AND PERMITTED USE

A Receiving Party shall: (a) use Confidential Information solely for evaluating, supporting, administering, performing, developing, or pursuing the activity, Service, project, opportunity, relationship, or other purpose for which the information was disclosed, or another purpose expressly authorized by the Disclosing Party; (b) protect Confidential Information using at least reasonable care and no less than the degree of care the Receiving Party ordinarily uses to protect its own information of a similar confidential or sensitive nature; (c) not disclose Confidential Information outside the Receiving Party’s organization except as authorized by the Disclosing Party or permitted by this Agreement; (d) limit internal disclosure to personnel having a legitimate need to know the Confidential Information for the permitted purpose; and (e) take reasonable measures to prevent unauthorized access, use, copying, transmission, or disclosure.

A Receiving Party may disclose Confidential Information to its employees, officers, directors, advisors, attorneys, accountants, consultants, contractors, service providers, and other representatives who: (a) have a legitimate need to know the information for the permitted purpose; and (b) are subject to contractual, professional, statutory, employment, or other confidentiality obligations reasonably appropriate to the nature of the information.

The Receiving Party is responsible for its own compliance with this Agreement and for taking reasonable measures to ensure that persons to whom it permissibly discloses Confidential Information comply with applicable confidentiality restrictions.

PATRIOT LABS AND PAO USE OF CONFIDENTIAL INFORMATION

Where Veteran Force Industries, LLC, Patriot Labs, or the PAO is the Receiving Party, Confidential Information may be used as reasonably necessary to:

  1. administer PartnerNetwork membership;

  2. respond to a Member or Party request;

  3. perform or coordinate a requested Service;

  4. conduct authorized research, analysis, or advisory activities;

  5. administer the Federal Help Desk or Member Service Boards;

  6. coordinate permitted PartnerNetwork activities;

  7. provide information to personnel, advisors, contractors, technology providers, or other service providers having a legitimate need to access the information for the permitted purpose; and

  8. perform other activities expressly requested or authorized by the Disclosing Party.

The general Data Use Authorization contained in the Terms of Use does not eliminate the obligation to protect Confidential Information under this Agreement. Where Confidential Information is provided to an authorized technology provider, contractor, consultant, artificial-intelligence provider, hosting provider, communications provider, or other service provider for a permitted purpose, Patriot Labs or the PAO will use reasonable measures to ensure that the information is handled subject to appropriate confidentiality, contractual, access-control, or provider terms. Nothing in this section authorizes submission of Classified Information, Controlled Unclassified Information requiring specialized safeguarding, ITAR-controlled technical data, or other specially regulated information where Patriot Labs has not expressly authorized its receipt.

MEMBER-TO-MEMBER EXCHANGES

Confidential Information may be exchanged directly between Members for purposes including:

  1. evaluating potential collaboration;

  2. identifying or assessing complementary capabilities;

  3. forming potential solution sets;

  4. evaluating teaming opportunities;

  5. developing proposals, demonstrations, prototypes, pilots, or research activities;

  6. assessing technologies or capabilities; or

  7. otherwise advancing legitimate PartnerNetwork activities.

Neither VFI nor Patriot Labs becomes a party to a Member-to-Member exchange solely because the Parties were introduced through Patriot Labs, used a Patriot Labs platform, participated in a Patriot Labs activity, or communicated in connection with the PartnerNetwork. VFI and Patriot Labs do not guarantee or assume responsibility for another Member’s compliance with this Agreement.

DURATION OF CONFIDENTIALITY OBLIGATIONS

Unless the Disclosing Party and Receiving Party agree otherwise in writing, confidentiality and use restrictions applicable to Confidential Information shall continue for ten (10) years from the date the Receiving Party first receives the applicable Confidential Information. Notwithstanding the foregoing, information constituting a trade secret under applicable law shall remain protected for so long as such information continues to qualify as a trade secret under applicable law, unless the applicable Parties expressly agree otherwise in writing. Termination, expiration, suspension, withdrawal, or non-renewal of a Party’s Patriot Labs membership or participation does not terminate confidentiality obligations applicable to Confidential Information received before such event.

EXCLUSIONS FROM CONFIDENTIAL INFORMATION

The confidentiality and use restrictions established by this Agreement do not apply to information that the Receiving Party can demonstrate through reasonably sufficient evidence:

  1. was publicly available at the time of disclosure;

  2. subsequently becomes publicly available through no breach of this Agreement by the Receiving Party;

  3. was lawfully known to or possessed by the Receiving Party without confidentiality restriction before disclosure by the Disclosing Party;

  4. is approved for use or disclosure by the Disclosing Party in writing;

  5. is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information;

  6. is lawfully received from a third party without breach of a confidentiality, contractual, fiduciary, or other legal obligation;

  7. is subsequently made available by the Disclosing Party to a third party on an unrestricted, non-confidential basis; or

  8. consists solely of general knowledge, concepts, practices, techniques, skills, experience, or information commonly known within the applicable industry, profession, market, or technology domain and not uniquely derived from the Disclosing Party’s Confidential Information.

The Receiving Party bears the burden of demonstrating that an exclusion applies.

INDEPENDENT AND PARALLEL ACTIVITIES

Each Party acknowledges that other Parties and their affiliates may currently be, or may subsequently become, engaged in business activities, investments, technology development, research and development, commercialization, Government contracting, product development, or other activities (“Business Activities”) that are similar to, overlap with, compete with, parallel, or otherwise relate to matters discussed in Confidential Information. Nothing in this Agreement prohibits a Party from independently pursuing present or future Business Activities, either alone or with third parties, provided that the Party does not use or disclose another Party’s Confidential Information in violation of this Agreement. Similarity between a Receiving Party’s Business Activities and a Disclosing Party’s Confidential Information does not, standing alone, establish misuse of Confidential Information. Nothing in this Agreement restricts a Party from entering into an agreement, transaction, teaming relationship, investment, research activity, acquisition activity, licensing arrangement, or other business relationship with another person or organization solely because its subject matter is similar to an activity, transaction, opportunity, technology, or concept discussed by the Parties.

OWNERSHIP AND NO LICENSE

All Confidential Information remains the property of the Disclosing Party or its applicable owner. Disclosure of Confidential Information does not transfer ownership of the information to the Receiving Party. Except for the limited right to evaluate or use Confidential Information for a permitted purpose under this Agreement, no disclosure grants or transfers any: patent right; copyright; trademark right; trade-secret right; software right; data right; license; ownership interest; or other intellectual-property or proprietary right. No license or other right shall arise by implication, estoppel, or otherwise except as expressly agreed in writing.

NO REPRESENTATION OR WARRANTY

Unless otherwise expressly agreed in writing, Confidential Information is provided “AS IS.”

A Disclosing Party makes no representation or warranty concerning the accuracy, completeness, usefulness, merchantability, fitness for a particular purpose, non-infringement, commercial value, or suitability of Confidential Information. Each Receiving Party remains responsible for independently evaluating information and making its own business, technical, contracting, financial, legal, regulatory, and other decisions.

REQUIRED OR COMPELLED DISCLOSURE

If a Receiving Party is required by applicable law, regulation, subpoena, court order, Government demand having lawful compulsory authority, or other legally enforceable process to disclose Confidential Information, the Receiving Party shall, to the extent legally permitted:

  1. promptly notify the Disclosing Party before disclosure;

  2. provide sufficient information concerning the requested disclosure to permit the Disclosing Party to evaluate available protective measures;

  3. reasonably cooperate, at the Disclosing Party’s expense, with efforts to obtain a protective order or other appropriate remedy;

  4. disclose only the portion of Confidential Information legally required to be disclosed; and

  5. use reasonable efforts to obtain confidential or protected treatment for the disclosed information.

If advance notice is prohibited by law, the Receiving Party shall provide notice to the Disclosing Party as soon as legally permitted.

GOVERNMENT DISCLOSURES

Nothing in this Agreement authorizes a Party to disclose another Party’s Confidential Information to the United States Government, a state or local Government, or another governmental organization except: as expressly authorized by the Disclosing Party; as reasonably necessary for an expressly authorized activity; or as legally required.

Where a Party is authorized to provide Confidential Information to the Government, that Party is responsible for applying appropriate restrictive legends, markings, notices, data-rights assertions, or other protections required by applicable law, regulation, solicitation, contract provision, or acquisition rule. The treatment of information after an authorized Government disclosure may be governed by applicable statutes, regulations, acquisition rules, contract provisions, data-rights provisions, public-records requirements, or other Government requirements rather than solely by this Agreement.

RETURN OR DESTRUCTION

Upon written request by a Disclosing Party, a Receiving Party shall use commercially reasonable efforts to return or destroy the Disclosing Party’s Confidential Information that remains within the Receiving Party’s possession or control, except that the Receiving Party may retain: (a) archival copies required by law, regulation, contract, professional obligation, insurance obligation, audit requirement, or legitimate records-retention policy; (b) records reasonably necessary to document a transaction, Service, payment, dispute, compliance activity, or legal obligation; and (c) Confidential Information contained in routine electronic backup, archival, security, or disaster-recovery systems where targeted deletion would be commercially impracticable. Any retained Confidential Information remains subject to this Agreement for the applicable protection period.

SECURITY AND UNAUTHORIZED DISCLOSURE

A Receiving Party that becomes aware of a material unauthorized use or disclosure of another Party’s Confidential Information shall, to the extent reasonably practicable: (a) take reasonable measures to contain or stop the unauthorized use or disclosure; (b) notify the Disclosing Party within a reasonable period after discovery; (c) provide available information reasonably necessary to understand the nature and scope of the unauthorized disclosure; (d) and reasonably cooperate in efforts to mitigate resulting harm. Nothing in this section creates a guarantee that Confidential Information cannot be lost, compromised, accessed without authorization, or otherwise affected by a cybersecurity or other security incident.

NO PARTNERSHIP, JOINT VENTURE, AGENCY, OR FIDUCIARY RELATIONSHIP

This Agreement does not create a partnership, joint venture, fiduciary relationship, teaming agreement, agency relationship, employment relationship, exclusive business relationship, or other legal association among Parties. No Party has authority to bind another Party, VFI, Patriot Labs, the PatriotLabs PartnerNetwork, or the PAO unless expressly authorized by a separate written agreement.

NO COMMITMENT TO TRANSACT

Disclosure or receipt of Confidential Information does not obligate any Party to enter into a: contract; teaming arrangement; subcontract; acquisition; investment; licensing arrangement; proposal; research relationship; employment relationship; or other transaction or business relationship. A Party may discontinue discussions with another Party at any time unless otherwise provided by a separate written agreement.

THIRD-PARTY RIGHTS AND INFORMATION

A Party shall not knowingly disclose information belonging to a third party under this Agreement unless the disclosing Party has the legal right or authority to make such disclosure. The designation of third-party information as Confidential Information does not expand the Disclosing Party’s rights in that information or relieve the Disclosing Party of obligations owed to its owner.

REMEDIES

The Parties acknowledge that unauthorized use or disclosure of Confidential Information may cause harm for which monetary damages may not provide an adequate remedy. Accordingly, subject to applicable law, a Disclosing Party may seek appropriate temporary, preliminary, or permanent injunctive or equitable relief to prevent or remedy an actual or threatened violation of this Agreement, in addition to other remedies that may be available at law or in equity. Nothing in this provision guarantees entitlement to any particular remedy or eliminates any applicable limitation, defense, or requirement imposed by law.

RELATIONSHIP TO OTHER CONFIDENTIALITY AGREEMENTS

This Agreement establishes the default confidentiality framework applicable to qualifying Confidential Information exchanged among Parties subject to it. The Parties may enter into a separate nondisclosure agreement, proprietary information agreement, teaming agreement, subcontract, research agreement, licensing agreement, consulting agreement, or other written agreement containing different or additional confidentiality requirements. Where a separate written agreement expressly applies to a particular disclosure of Confidential Information and conflicts with this Agreement, the separate written agreement shall control with respect to that disclosure.

RELATIONSHIP TO THE TERMS OF USE

This Agreement is incorporated into and forms part of the Patriot Labs Terms of Use. The governing-law, venue, informal dispute-resolution, electronic-acceptance, severability, waiver, assignment, limitation-of-liability, and other generally applicable provisions of the Terms of Use apply to this Agreement except where expressly stated otherwise herein or where application would be inconsistent with an express provision of this Agreement. If an express provision of this Agreement conflicts with a general provision of the Terms of Use concerning the treatment, permitted use, or disclosure of Confidential Information, this Agreement shall control solely with respect to such Confidential Information.

ELECTRONIC AND OTHER ACCEPTANCE

No separate signature, membership application, or standalone confidentiality agreement is required for this Agreement to apply to a Member or VFI where that Party has accepted the Patriot Labs Terms of Use of Use incorporating this Agreement. Electronic acceptance of the Terms of Use constitutes acceptance of this Agreement. Another person or organization that is not otherwise subject to the Patriot Labs Terms of Use may become a Party to this Agreement only by separately agreeing in writing or electronically to be bound by it.

SURVIVAL

The obligations concerning Confidential Information, intellectual property, permitted use, ownership, required disclosures, remedies, and other provisions that by their nature are intended to survive shall survive termination, expiration, suspension, withdrawal, or non-renewal of membership or participation for the periods specified herein.