This Non-Disclosure Agreement ("Agreement") is made and entered into as of the date of the

last signature below (the "Effective Date"), by and between:

RevlytIQ LLC, a company ("Disclosing Party"), and the Electronically Signed Recipient

("Receiving Party").

1. Purpose

The Disclosing Party possesses proprietary and confidential information regarding its SaaS

platform, technology, business plans, and related intellectual property. The Receiving Party

desires to review such information strictly for the purpose of evaluating a potential business

relationship, employment, investment, or partnership with the Disclosing Party.

2. Definition of Confidential Information

"Confidential Information" means any non-public, proprietary, or sensitive information disclosed

by the Disclosing Party, whether in written, electronic, oral, or any other form, including but not

limited to:

● Business plans, investment decks, strategies, financial projections, and customer lists.

● Product details, source code, software designs, and system architecture.

● AI models, integrations, and unique algorithms.

● Marketing strategies, pricing structures, and internal processes.

● The company name, its branding, logos, trademarks, and any variations thereof.

● Any discussions, negotiations, and information shared via freelance platforms, including

but not limited to Upwork.com.

3. Obligations of the Receiving Party

The Receiving Party agrees:

● To keep all Confidential Information strictly confidential and not disclose it to any third party.

● To use the Confidential Information solely for the purpose described in Section 1.

● To take reasonable precautions to prevent unauthorized disclosure, including restricting

access to employees or contractors who need to know and are bound by confidentiality

obligations.

● Not to copy, modify, reverse-engineer, decompile, or disassemble any part of the

Confidential Information, including but not limited to software, algorithms, or AI models.

● Not to register, use, or attempt to register any domain name, business name, or

intellectual property related to the Disclosing Party Company domain, or any

confusingly similar variations or derivatives.

● Not to use any Confidential Information to develop, launch, or assist in the

development of a competing product or service. A competing product shall

include, but is not limited to, any AI-driven platform that integrates multiple SaaS

tools into a centralized workspace, facilitates automation across business

applications, or provides AI-enhanced revenue operations analytics. Minor

modifications to avoid direct competition shall not exempt the Receiving Party

from this obligation.

● Not to share, discuss, or post any details related to the Disclosing Party's

business, idea, or technology on public forums, freelance marketplaces, or social

media.

● Not to disclose any Confidential Information to third parties, including friends,

colleagues, or associates who have not signed this NDA. The Receiving Party is

responsible for ensuring that any party they discuss the information with is also

bound by confidentiality obligations.

● If the Receiving Party is a student or affiliated with an academic institution, they

agree not to use the Confidential Information, in whole or in part, for any academic

projects, research, coursework, or competitions.

● Any work, inventions, ideas, developments, or improvements derived from or

related to the Disclosing Party Confidential Information by the Receiving Party,

whether completed individually or collaboratively, shall remain the sole property

of the Disclosing Party. The Receiving Party expressly waives any claims to

ownership over such work, including but not limited to patents, copyrights, and

trade secrets, regardless of whether the work is patentable, copyrightable, or

otherwise protected under intellectual property laws.

● The Receiving Party agrees not to solicit, approach, or work with any clients,

partners, or leads of the Disclosing Party that become known to them through this

Agreement for a period of 12 months after the Agreement’s termination.

● Upon written request by the Disclosing Party or upon termination of discussions,

the Receiving Party agrees to return or permanently destroy all Confidential

Information, including any notes, documents, files, electronic records, and any

stored or archived backups containing such information.

● If the Receiving Party is required by law, regulation, or court order to disclose

Confidential Information, they must provide prompt written notice to the

Disclosing Party before making any such disclosure, allowing the Disclosing Party

to seek a protective order or other remedy.

● The Receiving Party agrees not to directly or indirectly engage with, solicit, or

conduct business with any clients, investors, partners, or potential customers of

the Disclosing Party, if such knowledge of the parties was obtained through

access to the Confidential Information. This restriction shall apply for a period of

12 months following the termination of this Agreement.

● The Receiving Party may only claim prior knowledge of information if they can

provide clear, dated, and verifiable documentation proving possession of such

knowledge prior to receiving Confidential Information from the Disclosing Party.

● The Receiving Party agrees not to develop, contribute to, or assist in the

development of any software, system, or service that incorporates, mimics, or is

derived from concepts, workflows, or methodologies contained within the

Confidential Information, regardless of whether direct copying occurs.

● This Agreement applies to all engagements, whether the Receiving Party is

engaged as an independent contractor, freelancer, employee, or consultant, and

the Receiving Party shall not work with any direct competitor while under

engagement.

4. Exclusions

Confidential Information does not include information that:

● Was publicly available at the time of disclosure or becomes publicly available without

breach of this Agreement.

● Is received lawfully from a third party without confidentiality obligations.

● Was already known to the Receiving Party before disclosure, as evidenced by

documentation.

5. Duration & Trade Secret Protection

This Agreement remains in effect for five (5) years from the Effective Date. The obligations

regarding Confidential Information survive termination of this Agreement for seven (7) years,

except for trade secrets, which shall remain confidential indefinitely or until such information

lawfully enters the public domain.

6. Ownership & No License

All Confidential Information remains the property of the Disclosing Party. No license or rights are

granted under this Agreement.

7. Legal Remedies & Enforcement

The Receiving Party acknowledges that unauthorized disclosure may cause irreparable harm to

the Disclosing Party. In such cases, the Disclosing Party is entitled to seek immediate injunctive

relief without the necessity of proving actual damages. The Receiving Party shall also be

responsible for any legal fees and costs incurred in enforcing this Agreement. If any dispute

arises out of or relates to this Agreement, and legal action is necessary to enforce its terms, the

prevailing party shall be entitled to recover reasonable attorneys' fees and court costs in

addition to any other relief awarded.

8. Governing Law, Venue & International Considerations

This Agreement is governed by and construed under the laws of the State of Texas, specifically

Austin, TX, without regard to conflict of law principles. Any disputes arising from this Agreement

shall be exclusively resolved in the state or federal courts located in Austin, Texas. If the

Receiving Party is located outside the United States, they acknowledge and agree that they are

still subject to the confidentiality obligations under this Agreement and that any disputes arising

from this Agreement may be adjudicated in Texas courts or an appropriate arbitration body. The

Receiving Party agrees to comply with all applicable international laws regarding the protection

of Confidential Information.

9. Survival & Miscellaneous

● This Agreement constitutes the entire understanding between the parties regarding

Confidential Information.

● No amendments or waivers are valid unless made in writing and signed by both parties.

● If any provision is found invalid, the remaining provisions shall remain in full force and

effect.

● Sections 3, 5, 6, and 7 shall survive the termination or expiration of this

Agreement.