ECOS™ Confidentiality & Non-Use Agreement

In order to provide the Services, Client may disclose commercially sensitive, proprietary or confidential information to EISH.

EISH recognizes that Client may be providing information concerning products, concepts and businesses that have substantial actual or potential commercial value.

The purpose of this Agreement is to protect that information while permitting EISH to use it as reasonably necessary to perform the Services requested by Client.

For purposes of this Agreement, "Confidential Information" means non-public information disclosed or made available by Client to EISH, whether orally, electronically, visually, in writing, through the ECOS™ platform, through uploaded documents, or through subsequent communications.

Confidential Information may include, without limitation:

• •product concepts and ideas;
• •inventions and product designs;
• •formulations and technical information;
• •product specifications;
• •prototypes and product photographs;
• •manufacturing methods and processes;
• •supplier and manufacturer information;
• •product costs and landed costs;
• •pricing and margin information;
• •financial information and projections;
• •sales information;
• •customer information;
• •retailer and distributor information;
• •commercial relationships;
• •intellectual property;
• •packaging and artwork;
• •market research;
• •business plans;
• •commercialization strategies;
• •marketing strategies;
• •distribution strategies;
• •competitive information;
• •presentations, pitch decks and sell sheets;
• •documents and files uploaded to ECOS™;
• •answers submitted through ECOS™ assessments; and
• •other information that a reasonable business person would understand to be confidential or commercially sensitive given the nature of the information and circumstances of disclosure.

Confidential Information does not need to be specifically marked "confidential" to receive protection under this Agreement.

EISH agrees to:

• a.maintain Client's Confidential Information in confidence;

• b.use reasonable administrative, organizational and technical safeguards appropriate to the nature of the information;

• c.use Confidential Information only for purposes reasonably connected with providing the Services to Client and operating the ECOS™ platform as permitted by this Agreement;

• d.not disclose Confidential Information to third parties except as permitted under this Agreement;

• e.limit access to Confidential Information to EISH personnel, contractors, advisors and service providers who reasonably require access in order to perform or support the Services and who are subject to appropriate confidentiality obligations; and

• f.not knowingly permit Client's Confidential Information to be used for the commercial benefit of another EISH client or third party.

EISH will not use Client's Confidential Information to independently commercialize, manufacture, sell, license, develop or exploit Client's product, product concept, invention, business opportunity or proprietary commercial strategy for EISH's own financial benefit.

EISH will not knowingly provide Client's Confidential Information to another client, manufacturer, investor, retailer, distributor or other third party for the purpose of enabling that party to copy, commercialize or financially exploit Client's confidential product, concept or business opportunity.

EISH will not claim ownership of Client's Confidential Information merely because such information was submitted to or analyzed through ECOS™.

Nothing in this Agreement prevents EISH from providing commercialization, CPG, retail, manufacturing, market-entry or other advisory services to other businesses, including businesses operating in the same or similar industries, provided that EISH does not use or disclose Client's Confidential Information in doing so.

Client authorizes EISH to use Client's Confidential Information as reasonably necessary to provide the Services.

This may include using the information to:

• •conduct ECOS™ assessments;
• •analyze commercial readiness;
• •conduct market and competitive research;
• •evaluate product positioning;
• •evaluate manufacturing and supply-chain readiness;
• •analyze pricing and economics;
• •evaluate retail, distribution and e-commerce opportunities;
• •identify commercialization risks;
• •generate scores, findings and recommendations;
• •prepare reports;
• •prepare commercialization roadmaps;
• •provide consulting and advisory services; and
• •perform other work requested or authorized by Client.

Client understands that EISH may use third-party technology and service providers in operating ECOS™ and delivering the Services.

These may include software platforms, cloud infrastructure, artificial-intelligence systems, automation platforms, database providers, communication systems, document-processing services and other technology providers.

EISH may transmit or process Confidential Information through such providers where reasonably necessary to provide the Services.

EISH will use commercially reasonable efforts to select and configure such providers in a manner consistent with EISH's confidentiality obligations under this Agreement.

Use of such service providers does not give EISH the right to commercially exploit Client's Confidential Information.

Client acknowledges that ECOS™ uses artificial intelligence, automated analysis and related technologies as part of its assessment and commercialization intelligence processes.

Client authorizes EISH to process Confidential Information through such systems for purposes of providing the Services.

EISH will not intentionally make Client's identifiable Confidential Information publicly available through such systems.

Where Client information is used for broader analytics, benchmarking, system evaluation or improvement outside the direct delivery of Client's Services, EISH will use reasonable measures to aggregate, anonymize, de-identify or otherwise remove information that reasonably identifies Client or reveals Client's proprietary product or business information.

Client retains all ownership rights it otherwise possesses in its products, brands, inventions, intellectual property, product concepts, designs, formulations, business information, documents and other Confidential Information.

Submission of information to ECOS™ does not transfer ownership of that information or intellectual property to EISH.

Nothing in this Agreement grants EISH a license to independently commercialize Client's product, concept or Confidential Information except for the limited right to use the information as necessary to provide the Services.

EISH retains all ownership rights in its pre-existing and independently developed intellectual property, including without limitation: ECOS™, software, algorithms, assessment methodologies, scoring methodologies, commercialization frameworks, prompts and AI-agent architecture, templates, processes, research methodologies, report structures, databases, tools, know-how, and other EISH technology and intellectual property.

Client's disclosure of Confidential Information does not give Client ownership of ECOS™ or EISH's underlying systems or methodologies.

Nothing in this Agreement prevents EISH from using general skills, experience, knowledge and know-how acquired through its business activities, provided that doing so does not disclose or commercially exploit Client's identifiable Confidential Information.

EISH may independently develop products, services, methodologies, research or recommendations that are similar to concepts encountered during its work, provided such development does not result from unauthorized use of Client's Confidential Information.

Confidential Information does not include information that EISH can reasonably demonstrate:

• a.was publicly available at the time of disclosure;

• b.becomes publicly available through no breach of this Agreement by EISH;

• c.was lawfully known to EISH before disclosure by Client;

• d.was independently developed by EISH without use of Client's Confidential Information;

• e.was lawfully obtained from a third party without an obligation of confidentiality; or

• f.was released for disclosure through Client's written authorization.

If EISH is legally required by subpoena, court order, governmental requirement or applicable law to disclose Confidential Information, EISH may make the required disclosure.

Where legally permitted and reasonably practicable, EISH will provide Client with notice before disclosure so Client may seek appropriate protective measures.

EISH will disclose only the information reasonably required by the applicable legal obligation.

EISH may conduct external market, competitor, retailer, distributor, pricing, category and other commercial research in connection with the Services.

EISH will not knowingly disclose Client's Confidential Information during such research unless Client authorizes the disclosure or disclosure is reasonably necessary to perform a specifically requested service.

Where supplier, manufacturer, retailer, distributor or other third-party outreach would require disclosure of Client's confidential product or commercial information, EISH will obtain Client authorization before making such disclosure unless that outreach has already been expressly authorized as part of the applicable engagement.

The confidentiality protections contained in this Agreement do not constitute a representation or guarantee regarding the commercial viability, patentability, protectability, uniqueness or success of Client's product, concept or business.

ECOS™ assessments, reports and recommendations are commercial advisory tools and should not be considered legal, tax, accounting, investment or regulatory advice.

Client remains responsible for its ultimate business and investment decisions and should obtain appropriate professional advice where required.

EISH's confidentiality and non-use obligations under this Agreement will continue for five (5) years following the most recent disclosure of Confidential Information by Client.

With respect to information qualifying as a trade secret under applicable law, EISH's obligations will continue for so long as the information remains legally protected as a trade secret.

Upon reasonable written request, EISH will use commercially reasonable efforts to delete or destroy Client Confidential Information within EISH's control that is no longer reasonably required to provide the Services or satisfy legitimate legal, accounting, security, backup or record-retention requirements.

Information contained in routine backups or archival systems may remain until deleted through normal system-retention processes, provided it remains subject to the confidentiality obligations of this Agreement.

Client agrees that electronic acceptance of this Agreement has the same force and effect as acceptance by physical signature to the fullest extent permitted by applicable law.

Client accepts this Agreement by selecting the applicable acceptance checkbox and submitting or proceeding with an ECOS™ assessment or other Service.

EISH may maintain an electronic record of Client's acceptance, including the date and time of acceptance and the version of this Agreement accepted.

This Agreement supplements the EISH Terms & Conditions and any applicable engagement agreement, statement of work or other written agreement between EISH and Client.

If another written agreement between EISH and Client provides greater confidentiality protection for Client's Confidential Information, the greater protection will apply to the extent of any conflict.

Failure by either party to enforce any provision of this Agreement will not constitute a waiver of that provision or any other provision.

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be interpreted or modified to the minimum extent necessary to make it enforceable where permitted by law.

This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Virginia, United States, without regard to conflict-of-law principles.

Any dispute arising from this Agreement will be subject to the jurisdiction and venue provisions contained in EISH's applicable Terms & Conditions, unless otherwise agreed in writing.

This Agreement represents the understanding between EISH and Client regarding confidentiality and permitted use of Confidential Information submitted in connection with ECOS™ and related Services, subject to any separate written agreement between the parties.