Reciprocal confidentiality terms, accepted online

1. Purpose

Reapitnow.ai, Inc., doing business as REAP, with its principal place of business in San Jose, California (“REAP”), and the party accepting this Agreement (“Counterparty”; each a “Party”) wish to exchange information to evaluate a potential business relationship concerning REAP’s agentic AI platform for network operations, including evaluations, proofs of value, diligence, design-partner, procurement and investment discussions (the “Purpose”).

2. Confidential Information

“Confidential Information” means non-public information disclosed by one Party (“Discloser”) to the other (“Recipient”) in connection with the Purpose, in any form, that is marked or identified as confidential or that a reasonable person would understand to be confidential, including: for REAP, software, source code, architecture, models, prompts, evaluation results, roadmaps, pricing and security documentation; for Counterparty, network topology, configurations, telemetry, incident and change records, security architecture, business plans and personnel information; and for both, the existence and terms of the Parties’ discussions.

3. Exclusions

Confidential Information does not include information that: (a) was rightfully known to Recipient without restriction before receipt; (b) is or becomes publicly available through no fault of Recipient; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information.

4. Obligations of the Recipient

Recipient will: (a) use Confidential Information only for the Purpose; (b) protect it with at least the care it uses for its own confidential information and no less than reasonable care; (c) limit access to its employees, contractors, advisers and affiliates who need to know it for the Purpose and are bound by obligations at least as protective as this Agreement (“Representatives”), remaining responsible for their compliance; and (d) not disclose it to any third party without Discloser’s prior written consent. Neither Party will reverse engineer, decompile or attempt to derive the source of any software, model or prototype provided by the other.

5. Compelled disclosure

Recipient may disclose Confidential Information to the extent required by law, regulation or court order, provided it gives Discloser prompt notice where legally permitted, discloses only what is required, and cooperates reasonably with Discloser’s efforts to obtain protective treatment.

6. No license; no warranty

All Confidential Information remains the property of Discloser. No license or other right is granted under any patent, copyright, trade secret or other intellectual property right except the limited right to use Confidential Information for the Purpose. Confidential Information is provided “AS IS” without warranty of any kind.

7. No obligation; no relationship

Nothing in this Agreement obliges either Party to disclose any information, to proceed with any transaction or to refrain from dealing with third parties. This Agreement does not create a partnership, joint venture, agency or exclusive relationship.

8. Term; return and destruction

This Agreement governs disclosures made during the two (2) years from the Effective Date. Recipient’s obligations survive for three (3) years after each disclosure; obligations with respect to trade secrets survive for as long as the information remains a trade secret under applicable law. On Discloser’s written request, Recipient will return or destroy Confidential Information and certify destruction, except for copies retained in routine backups or as required by law or professional standards, which remain subject to this Agreement.

9. Network data and security

Where Counterparty provides network data (configurations, topology, telemetry, incident or change records) for an evaluation, REAP will: treat it as Confidential Information; process it only for the Purpose under the deployment model and data-handling terms agreed for the evaluation; apply the controls described in REAP’s security packet; and delete it at the end of the evaluation on request. Counterparty warrants it has the right to provide such data.

10. Feedback

Either Party may voluntarily provide suggestions or feedback about the other Party’s products or services. The receiving Party may use such feedback without restriction or obligation, provided it does not identify the giving Party or disclose the giving Party’s Confidential Information.

11. Remedies

Unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages would be inadequate. Discloser is entitled to seek injunctive or other equitable relief in addition to any other remedy available at law.

12. Governing law; venue

This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules. The state and federal courts located in Santa Clara County, California have exclusive jurisdiction, and each Party consents to that jurisdiction and venue.

13. Electronic acceptance

Each Party agrees that this Agreement may be accepted electronically and that electronic acceptance, including typing a name and clicking “Accept & Sign”, constitutes a valid signature under the California Uniform Electronic Transactions Act and the federal ESIGN Act. REAP records the signer’s name, title, company, email address, the IP address and time of acceptance and the version of this Agreement, and sends both Parties a copy. REAP’s countersignature is applied by its authorized signatory on acceptance.

14. General

This Agreement is the entire agreement of the Parties on its subject and supersedes prior confidentiality agreements between them regarding the Purpose. It may be amended only in a writing signed by both Parties. Neither Party may assign it without the other’s consent, except to a successor to all or substantially all of its business or assets. If any provision is unenforceable, the remainder stays in effect. Notices go to the email addresses recorded at acceptance, with a copy to legal@reapnet.ai for REAP. This Agreement may be executed in counterparts, including electronically.

Working draft prepared for counsel review; the version identifier changes when the text changes, and every acceptance records the version accepted.