MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of the date of electronic execution below, by and between RISE UP LLC, a limited liability company ("Company"), and the undersigned party ("Recipient").

1. PURPOSE

The parties wish to explore a potential business relationship involving the provision of enterprise lead data, contact records, and related data infrastructure services. In connection therewith, each party may disclose to the other certain confidential information.

2. CONFIDENTIAL INFORMATION

"Confidential Information" means any and all information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information, including but not limited to: data records, lead lists, business strategies, pricing, client lists, technical systems, API keys, proprietary methodologies, and any derivative works thereof.

3. OBLIGATIONS

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose such information to any third party without prior written consent; (c) use such information solely for the purpose of evaluating the potential business relationship; (d) take all reasonable precautions to prevent unauthorized disclosure.

4. DATA USAGE RESTRICTIONS

Recipient agrees that all data, lead records, and contact information provided by RISE UP LLC shall be used solely for the Recipient's own marketing and sales operations. Recipient shall NOT: (a) resell, sublicense, or redistribute any data without explicit written authorization; (b) share data with unauthorized third parties; (c) use data for any purpose not disclosed during qualification; (d) attempt to reverse-engineer data sourcing methods.

5. TCPA AND DNC COMPLIANCE

Recipient assumes full and sole responsibility for compliance with the Telephone Consumer Protection Act (TCPA), the National Do Not Call Registry, all applicable state DNC regulations, and any other applicable telecommunications law. RISE UP LLC provides data on an "as-is" basis with compliance features included but makes no warranty regarding Recipient's specific use case. Recipient agrees to indemnify RISE UP LLC against any TCPA-related claims arising from Recipient's use of data.

6. TERM AND TERMINATION

This Agreement shall remain in effect for a period of three (3) years from the date of execution. Either party may terminate upon thirty (30) days written notice. Obligations of confidentiality shall survive termination.

7. REMEDIES

The parties acknowledge that breach of this Agreement may cause irreparable harm for which monetary damages would be insufficient. Accordingly, each party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other available remedies.

8. GOVERNING LAW

This Agreement shall be governed by the laws of the State of New York, without regard to conflict of law principles. Any disputes shall be resolved in the courts of New York.

9. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Electronic acceptance constitutes valid execution equivalent to a handwritten signature.

By signing below, you acknowledge that you have read, understood, and agree to be bound by all terms of this Non-Disclosure Agreement.