Enterprise Mutual Non-Disclosure Agreement

The Parties intend to engage in discussions and a diagnostic engagement in connection with the NeuroMynds™ NeurOs Audit & Blueprint (the "Purpose"). In the course of that engagement the Parties may disclose to one another information of a confidential and proprietary nature. This Agreement governs the treatment of such information.

"Confidential Information" means any non-public information disclosed by one Party (the "Discloser") to the other Party (the "Recipient"), whether orally, in writing, electronically or by inspection, that is either marked as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. This includes, without limitation: organisational metrics, workforce data aggregates, financial figures, strategy, methodologies, source code, models, formulas, diagnostic scoring logic, roadmaps, benchmarks, client lists, pricing and commercial terms.

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was known to the Recipient without restriction before disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information.

The Recipient shall: (a) hold all Confidential Information in strict confidence; (b) use it solely for the Purpose; (c) protect it using at least the same degree of care used to protect its own confidential information of like importance, and in no event less than a reasonable standard of care; (d) restrict access to those employees, contractors and professional advisers with a strict need-to-know who are bound by written confidentiality obligations no less protective than those set out here; and (e) not reverse-engineer, decompile or attempt to derive the underlying logic, methodology or source of any deliverable, tool or model provided by the Discloser.

The Parties expressly acknowledge that the NeuroMynds™ platform is engineered to process anonymised numerical operational aggregates only. The Consultant shall not request, and the Client shall not upload, any Personally Identifiable Information ("PII"), including names, birthdates, contact details, role-specific identifiers, or any special category of personal data as defined under the GDPR (Regulation (EU) 2016/679) or the Swiss Federal Act on Data Protection (FADP). Where any PII is nevertheless inadvertently disclosed, the Recipient shall promptly notify the Discloser and securely delete the data within seven (7) calendar days.

All operational data submitted through the NeuroMynds™ platform is hosted on enterprise-grade infrastructure located within Switzerland (METANET) and remains subject to Swiss data-sovereignty law. Per-tenant data isolation is enforced.

The Consultant may aggregate and anonymise numerical inputs across engagements to produce non-attributable sector-level benchmarks and Research & Development trending. No such benchmark shall permit re-identification of the Client, its personnel, or its financial position.

All methodologies, scoring engines, diagnostic frameworks, dashboards, roadmap logic, templates, training materials and derivative works produced by the Consultant remain the exclusive intellectual property of NeuroMynds and Lisa Garrelts. The Client is granted a perpetual, non-exclusive, non-transferable licence to use the resulting Transformation Blueprint for its own internal organisational purposes. No rights are granted to sublicense, resell, publish or re-distribute the underlying methodology.

For a period of twenty-four (24) months following the engagement, the Client shall not directly or indirectly commission, procure or engage a third party to replicate the NeuroMynds™ methodology on the basis of the Confidential Information disclosed under this Agreement.

If the Recipient is compelled by law or by a competent regulatory or judicial authority to disclose Confidential Information, it shall, to the extent legally permissible, promptly notify the Discloser in writing so that the Discloser may seek a protective order or other appropriate remedy, and shall disclose only the minimum information legally required.

This Agreement takes effect on the date of last signature and remains in force for the duration of the engagement and a further period of three (3) years thereafter. The obligations relating to trade secrets survive for as long as such information retains the character of a trade secret under applicable law.

Upon written request or on termination of the engagement, the Recipient shall promptly return or securely destroy all Confidential Information in its possession and, on request, certify such destruction in writing. Copies retained solely for legal, audit or archival purposes on automated backup systems shall remain subject to this Agreement until destroyed in the ordinary course.

Confidential Information is provided "as is" without warranty of any kind. No licence, express or implied, is granted under any patent, copyright, trademark or trade secret except as expressly set out in Clause 8.

The Parties acknowledge that unauthorised disclosure or use of Confidential Information may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the Discloser is entitled to seek injunctive and other equitable relief in addition to any other remedies available at law or in equity.

This Agreement is governed by and construed in accordance with the substantive laws of Switzerland, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the ordinary courts of the Canton of Zurich, Switzerland.

This Agreement constitutes the entire understanding between the Parties with respect to its subject matter and supersedes all prior discussions, understandings and agreements. No amendment is binding unless made in writing and signed by both Parties. If any provision is held unenforceable, the remaining provisions shall continue in full force and effect.