Green Ledger reader

MUTUAL CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT

This Mutual Confidentiality & Non-Disclosure Agreement (this “Agreement”) is entered into by and between Green Ledger, Inc., a Delaware corporation (“Green Ledger”), and the individual requesting reader access, identified by the full name and account email recorded with their electronic acceptance (“Reader”). It is effective as of the date and time the Reader enters their full name and selects “Continue” to accept this Agreement (the “Effective Date”). Green Ledger offers this Agreement for electronic acceptance through its reader registration and sign-in forms. Green Ledger and the Reader are each a “Party” and together the “Parties”.

WHEREAS, in connection with evaluating and, where applicable, thereafter engaging in a one or more business transactions, as more specifically defined in a subsequent business agreement between the Parties (the “Purpose”), the Parties desire to share and disclose to one another certain information that is non-public, confidential, or proprietary in nature.

NOW, THEREFORE, for and in consideration of the mutual covenants, terms, and conditions set out herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Confidential Information.

Except as set out in Section 2 below, the term “Confidential Information”, as used herein, means all non-public, confidential, or proprietary information disclosed prior to, on, or after the Effective Date by either Party (a “Disclosing Party”) to the other Party (a “Recipient”) or its or their affiliates, or to any of such Recipient’s or its or their affiliates’ employees, officers, directors, partners, shareholders, members, managers, agents, attorneys, accountants, or advisors (collectively, “Representatives”), whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential”, including, without limitation:

(a) all information concerning the Disclosing Party’s and its or their affiliates’, and their customers’, suppliers’, and other third parties’ past, present, and future business affairs including, without limitation, agreements, finances, customer information, supplier information, products, services, organizational structure and internal practices, forecasts, sales and other financial results, records and budgets, and business, marketing, development, sales, and other commercial strategies;

(b) the Disclosing Party’s unpatented inventions, ideas, methods and discoveries, trade secrets, know-how, unpublished patent applications, and other confidential intellectual property;

(c) all designs, specifications, documentation, components, source code, object code, images, icons, audiovisual components and objects, schematics, drawings, protocols, processes, and other visual depictions, in whole or in part, of any of the foregoing;

(d) any third-party confidential information included with, or incorporated in, any information provided by the Disclosing Party to the Recipient or its or their Representatives; and

(e) all notes, analyses, compilations, reports, forecasts, studies, samples, data, statistics, summaries, interpretations, and other materials (the “Notes”) prepared by or for the Recipient or its or their Representatives that contain, are based on, or otherwise reflect or are derived from, in whole or in part, any of the foregoing.

2. Exclusions from Confidential Information.

Except as required by applicable Federal, State, or local law or regulation, the term “Confidential Information” as used in this Agreement shall not include information that:

(a) at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any violation of this Agreement by the Recipient or any of its or their Representatives;

(b) at the time of disclosure is, or thereafter becomes, available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information to the Recipient by a legal, fiduciary, or contractual obligation to the Disclosing Party;

(c) was known by or in the possession of the Recipient or its or their Representatives, as established by documentary evidence, before being disclosed by or on behalf of the Disclosing Party under this Agreement; or

(d) was or is independently developed by the Recipient, as established by documentary evidence, without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information.

3. Recipient Obligations.

The Recipient shall:

(a) protect and safeguard the confidentiality of all such Confidential Information with at least the same degree of care as the Recipient would protect its or their own Confidential Information, but in no event with less than a commercially reasonable degree of care;

(b) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than the Purpose, or otherwise in any manner to the Disclosing Party’s detriment, including without limitation, to reverse engineer, disassemble, decompile, or design around the Disclosing Party’s proprietary services, products, and/or confidential intellectual property;

(c) other than with respect to a Recipient’s Representatives that are attorneys or agents of such attorneys, not disclose any such Confidential Information to any person or entity, except to the Recipient’s Representatives who:

i. need to know the Confidential Information to assist the Recipient, or act on its or their behalf, in relation to the Purpose or to exercise its or their rights under the Agreement;

ii. are informed by the Recipient of the confidential nature of the Confidential Information;

iii. are subject to confidentiality duties or obligations to the Recipient that are no less restrictive than the terms and conditions of this Agreement; and

iv. be responsible for any breach of this Agreement caused by any of its or their Representatives.

4. Additional Confidentiality Obligations.

Except (A) as required by applicable Federal, State, or local law or regulation, (B) with respect to disclosure associated with a Recipient’s Representatives that are attorneys or agents of such attorneys, or (C) as otherwise mutually agreed in writing by the Parties, neither Party shall itself disclose, nor permit any of its or their Representatives to disclose to any person:

(a) that the Confidential Information has been made available to it or them or its or their Representatives, or that it has inspected any portion of the Confidential Information;

(b) that discussions or negotiations may be, or are, underway between the Parties regarding the Confidential Information or the Purpose, including the status thereof; or

(c) any terms, conditions, or other arrangements that are being discussed or negotiated in relation to the Confidential Information or the Purpose.

5. Required Disclosure.

Any Disclosure by the Recipient or its or their Representatives of any of the Disclosing Party’s Confidential Information under applicable Federal, State, or local law, regulation, or valid order issued by a court or governmental agency of competent jurisdiction (a “Legal Order”) shall be subject to the terms of this Section 5. Before making any such disclosure, the Recipient shall make commercially reasonable efforts to provide the Disclosing Party with:

(a) prompt written notice of such requirement so that the Disclosing Party may seek, at its or their sole cost and expense, a protective order or other remedy; and

(b) reasonable assistance, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.

If, after providing such notice and assistance as required herein, the Recipient remains subject to a Legal Order to disclose any Confidential Information, the Recipient (or its or their Representatives or other persons to whom such Legal Order is directed) shall disclose no more than that portion of the Confidential Information which, on the advice of the Recipient’s legal counsel, such Legal Order specifically requires the Recipient to disclose and, on the Disclosing Party’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or agency that such Confidential Information will be afforded confidential treatment.

6. Return or Destruction of Confidential Information.

At any time during or after the term of this Agreement, at the Disclosing Party’s written request, the Recipient and its or their Representatives shall promptly return to the Disclosing Party all copies, whether in written, electronic, or other form or media, of the Disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. In addition, the Recipient shall also destroy all copies of any Notes created by the Recipient or its or their Representatives and certify in writing to the Disclosing Party that such copies have been destroyed.

7. Term and Termination.

This Agreement shall enter into effect on the Effective Date, and shall remain in full force and effect until the later of: (a) the date on which the Parties enter into a written agreement, executed by the Parties, the terms of which expressly supersede the terms hereof; (b) for the duration of the contractual relationship(s) between the Parties, if no written agreement is executed by the Parties that expressly supersedes this Agreement (or if this Agreement is incorporated therein by reference); or (c) the third (3rd) anniversary of the Effective Date. Any information, document, or communication that was communicated from the Disclosing Party to the Recipient and constitutes a Trade Secret of such Disclosing Party under applicable law shall remain a Trade Secret of such Disclosing Party, and shall be subject to the protective provisions of this Agreement until such information, document, or communication no longer constitutes a Trade Secret under applicable law. As used in this Agreement, the term “Trade Secret” means information, without regard to form, including, but not limited to, technical or nontechnical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers that (a) derives economic value, actual or potential, from not being generally known to, and not being generally readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and (b) is the subject of efforts by Disclosing Party and its affiliates that are reasonable under the circumstances to maintain its secrecy. For clarity, the term Trade Secrets specifically includes all computer source, object or other code, and all documentation thereto.

8. No Representations or Warranties.

Neither the Disclosing Party nor any of its or their Representatives make any representation or warranty, expressed or implied, as to the accuracy or completeness of the Confidential Information disclosed to the Recipient hereunder. Neither the Disclosing Party nor any of its or their Representatives shall be liable to the Recipient or any of its or their Representatives relating to or resulting from the Recipient's use of any of the Confidential Information or any errors therein or omissions therefrom.

9. No Transfer of Rights, Title, or Interest.

Each Party hereby retains its or their entire right, title, and interest, including all intellectual property rights, in and to all of its or their Confidential Information and Trade Secrets. Any disclosure of such Confidential Information or Trade Secrets hereunder shall not be construed as an assignment, grant, option, license, or other transfer of any such right, title, or interest whatsoever to the Recipient or any of its or their Representatives.

10. No Other Obligation.

The Parties agree that neither Party shall be under any legal obligation of any kind whatsoever, or otherwise be obligated to enter into any business or contractual relationship or transaction, by virtue of this Agreement, except for the matters specifically agreed to herein. Either Party may at any time, at its or their sole discretion with or without cause, terminate discussions and negotiations with the other Party, in connection with the Purpose, or otherwise.

11. Remedies.

Each Party acknowledges and agrees that monetary damages might not be a sufficient remedy for any breach or threatened breach of this Agreement by the other Party or its or their Representatives. Therefore, in addition to all other remedies available at law (which neither Party waives by the exercise of any rights hereunder), the non-breaching Party shall be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any such breach or threatened breach.

12. Governing Law.

This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware.

13. Entire Agreement.

This Agreement constitutes the sole and entire agreement of the Parties regarding the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party hereto.

14. Severability.

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

15. Counterparts; Electronic Execution and/or Delivery.

This Agreement may be executed in one or more counterparts, which, when taken together, will constitute an original, fully executed Agreement. This Agreement may be executed and/or delivered by any conventional electronic means of execution and/or delivery (e.g., PDF / e-mail) and the same will be effective for all legal purposes.

16. Assignment.

Neither Party may assign any of its or their rights or delegate any of its or their obligations hereunder without the prior written consent of the other Party. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the assigning or delegating Party of any of its or their obligations hereunder. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

17. Waivers.

No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set out in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Electronic acceptance

By entering my full name and selecting “Continue”, I intend to electronically sign and agree to be bound by this Mutual Confidentiality & Non-Disclosure Agreement. My full name, account email, acceptance date and time, and the accepted agreement version are recorded together as my electronic acceptance. This record replaces the paper signature page; no separate handwritten signature is required by this form.

Green Ledger: Green Ledger, Inc. Contact for notices: hollisrhodes@greenledger.ai.

Reader: the individual whose full name and account email are recorded with this acceptance. Contact for notices: that account email. Effective Date: the recorded acceptance date and time.