Mutual Non-Disclosure Agreement

1. Purpose

The Parties may disclose confidential and proprietary information to each other in connection with discussions or activities relating to Souverain's software-as-a-service platform and related materials made available at or through https://souverain-spine.vercel.app (the "Service"), including demonstrations, pilots, subscriptions, onboarding, support, integrations, and contemplated commercial arrangements (collectively, the "Purpose").

2. Confidential Information

"Confidential Information" means all non-public information disclosed by one Party ("Discloser") to the other Party ("Recipient"), whether orally, in writing, electronically, by observation, or by granting access to systems or environments, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Without limiting the foregoing, Customer Confidential Information includes all non-public information Customer discloses to Souverain or uploads, transmits, or stores through the Service, including business records, sales and commission data, distributor pricing to customers, rep identities and compensation structures, surgeon and facility relationships, calendars, notes, inventory, commission rules, targets, and any other Customer materials or data submitted to or generated in the Service (collectively, "Customer Data"). Customer Data is Confidential Information of Customer.

Souverain Confidential Information includes the Service (including software, user interfaces, architecture, and non-public documentation), product plans and roadmaps, security practices described in non-public materials, non-public financial or business plans, and pricing or commercial terms offered by Souverain to Customer outside of what Souverain publishes broadly to the market. Souverain Confidential Information is Confidential Information of Souverain.

3. Exclusions

Confidential Information does not include information that Recipient can demonstrate:

• is or becomes publicly available through no fault of Recipient;
• was rightfully known to Recipient without restriction before disclosure by Discloser;
• is rightfully received from a third party without breach of any obligation of confidentiality; or
• was independently developed by Recipient without use of or reference to Discloser's Confidential Information.

4. Obligations

Each Recipient agrees to:

• use Discloser's Confidential Information solely to further the Purpose and not for any other purpose, including to develop, market, or offer a competing product or service;
• not disclose Discloser's Confidential Information to third parties except to Recipient's employees, contractors, financial and legal advisors, or (where Souverain is Recipient) subprocessors and hosting providers who need to know for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement;
• protect Discloser's Confidential Information using at least the same degree of care it uses to protect its own similar information (and in no event less than reasonable care); and
• not copy, reverse engineer, decompile, or attempt to derive source code or underlying ideas from Souverain's software or materials except to the limited extent expressly permitted by applicable law notwithstanding this restriction.

5. Souverain and Customer Data

Souverain will not use Customer Data except as reasonably necessary to provide, secure, improve, and support the Service for Customer, to comply with law, or as otherwise authorized in writing by Customer.

Souverain will not sell Customer Data or use Customer Data to market third-party products to Customer's customers, surgeons, or facilities. Aggregated or de-identified data that does not identify Customer or any natural person is not Confidential Information.

Operational retention, deletion, export, security, and subprocessors for Customer Data hosted in the Service are also described in Souverain's Terms of Service and Privacy Policy as applicable between the Parties; if there is a conflict between those policies and this Agreement regarding confidentiality of Customer Data, the stricter protection applies.

6. Compelled disclosure

If Recipient is required by law, regulation, or court order to disclose Confidential Information, Recipient may do so only to the extent required, provided (to the extent legally permitted) Recipient gives Discloser reasonable prior notice and cooperates in seeking a protective order or confidential treatment.

7. No license; no obligation to transact

Except for the limited rights necessary to achieve the Purpose, nothing in this Agreement grants any license or rights under intellectual property or otherwise. Neither Party is obligated to enter into any purchase, partnership, or other transaction.

8. Return or destruction

Upon Discloser's written request following termination or expiration of the Parties' business relationship (or the relevant workstream), Recipient will promptly return or permanently delete Discloser's Confidential Information in Recipient's possession or control outside ordinary Service backups, except that Recipient may retain one archival copy solely for legal compliance and such copy remains subject to this Agreement.

Deletion of Customer Data stored in the Service is governed by the Terms of Service and account controls where applicable.

9. Term

This Agreement begins on the Effective Date and continues for three (3) years unless terminated earlier by mutual written consent. Each Party's obligations with respect to Confidential Information survive for three (3) years after the date of disclosure, except that obligations with respect to trade secrets continue for so long as such information remains a trade secret under applicable law.

10. Remedies

Each Party acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, either Party may seek injunctive or equitable relief in addition to any other remedies available at law or in equity.

11. General

No warranty. All Confidential Information is provided "as is." Neither Party makes any warranty regarding accuracy or completeness.

Independent contractors. The Parties are independent contractors. This Agreement does not create any agency, partnership, or joint venture.

Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, except that either Party may assign to a successor in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees in writing to be bound by this Agreement.

Governing law; venue. This Agreement is governed by the laws of the State of California, without regard to conflicts-of-law principles. The state and federal courts located in Orange County, California shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each Party consents to personal jurisdiction there. Each Party waives any right to a jury trial to the fullest extent permitted by law.

Entire agreement; amendments. This Agreement is the entire agreement between the Parties regarding the subject matter hereof and supersedes prior oral or written understandings on this topic. Amendments must be in writing and signed by both Parties.

Counterparts; electronic signatures. This Agreement may be executed in counterparts, including by electronic or imaged signatures, each of which is deemed an original.

12. Notices

Notices to Souverain may be sent to legal@souverain-spine.com and to the postal address in the opening paragraph. Notices to Customer are sent to the email or postal address Customer provides in the signature block.