Mutual Non-Disclosure Agreement

"Confidential Information" means any non-public information disclosed by one Party (the "Discloser") to the other Party (the "Recipient"), in any form (oral, written, electronic, or visual), that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential under the circumstances.

Confidential Information includes, without limitation, business plans, financial information, customer and patient operational data (excluding any individually identifiable health information, as further described in Section 9), pricing, marketing strategies, methodologies, technology, software, code, data models, prompts, playbooks, performance benchmarks, supplier relationships, employee information, and the existence and contents of discussions between the Parties.

Confidential Information does not include information that the Recipient can demonstrate by competent evidence (a) was lawfully in the Recipient's possession without restriction prior to disclosure by the Discloser; (b) is or becomes publicly known through no act or omission of the Recipient; (c) is lawfully received by the Recipient from a third party without restriction and 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 the Discloser's Confidential Information in strict confidence and protect it using at least the same degree of care it uses to protect its own confidential information of like importance, but in no event less than reasonable care; (b) use the Confidential Information solely for the Purpose; (c) limit access to the Confidential Information to those of its employees, contractors, advisors, and affiliates who have a need to know for the Purpose and who are bound by written or professional obligations of confidentiality at least as protective as those set forth herein (collectively, "Representatives"); and (d) be responsible for any breach of this Agreement by its Representatives.

The Recipient shall not, without the Discloser's prior written consent, (i) disclose the Confidential Information to any third party other than its Representatives; (ii) reverse engineer, decompile, or disassemble any software, prototypes, or other tangible objects embodying Confidential Information; or (iii) use the Confidential Information to compete with the Discloser or for any purpose other than the Purpose.

If the Recipient is required by law, regulation, court order, or valid administrative or governmental request to disclose any Confidential Information, the Recipient shall, to the extent legally permitted, promptly notify the Discloser in writing so that the Discloser may seek a protective order or other appropriate remedy. The Recipient shall disclose only that portion of the Confidential Information legally required and shall use reasonable efforts to ensure that confidential treatment is afforded to such Confidential Information.

This Agreement shall commence on the Effective Date and continue for a period of two (2) years thereafter (the "Term"), unless earlier terminated by either Party upon thirty (30) days' written notice. Termination of this Agreement shall not relieve the Recipient of its obligations with respect to Confidential Information disclosed prior to termination. The confidentiality obligations set forth herein shall survive for a period of two (2) years after the Term, except that obligations with respect to Confidential Information that constitutes a trade secret under applicable law shall survive for as long as such information remains a trade secret.

Upon the Discloser's written request, or upon expiration or termination of this Agreement, the Recipient shall promptly return or destroy (and certify destruction of, if requested) all Confidential Information of the Discloser in its possession or control, except that the Recipient may retain copies as required by applicable law, regulation, or its bona fide records-retention or backup policies, provided that any retained copies remain subject to the obligations of this Agreement.

All Confidential Information remains the property of the Discloser. No license or other right, express or implied, in or to any Confidential Information, intellectual property, or other right of the Discloser is granted under this Agreement except as expressly set forth herein. CONFIDENTIAL INFORMATION IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF ACCURACY, COMPLETENESS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

Nothing in this Agreement obligates either Party to enter into any further agreement, transaction, or business relationship, to disclose any particular information, or to refrain from entering into similar discussions with any third party. Each Party may, at any time, terminate discussions for any reason or no reason.

THIS AGREEMENT IS NOT A BUSINESS ASSOCIATE AGREEMENT WITHIN THE MEANING OF THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996, AS AMENDED, AND ITS IMPLEMENTING REGULATIONS (COLLECTIVELY, "HIPAA"). The Parties agree that no Protected Health Information ("PHI"), as defined under HIPAA, shall be disclosed under or in reliance upon this Agreement. If the Parties determine that exchange of PHI is necessary for the Purpose, they shall first execute a separate, mutually acceptable Business Associate Agreement that complies with HIPAA before any such PHI is disclosed.

The Parties acknowledge that monetary damages may be inadequate to remedy a breach of this Agreement and that the Discloser shall be entitled to seek injunctive or other equitable relief, in addition to any other remedies available at law or in equity, without the requirement of posting a bond.

This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict-of-laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Wake County, North Carolina for the resolution of any disputes arising out of or relating to this Agreement.

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, whether oral or written. This Agreement may be amended only by a writing signed by both Parties. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall be deemed a waiver of any subsequent breach. Neither Party may assign this Agreement without the other Party's prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of its assets. This Agreement may be executed in counterparts, each of which shall be deemed an original and which together shall constitute one and the same instrument.

Each Party consents to the execution and delivery of this Agreement by electronic means, including by typing the signer's name in a designated signature field on Rocklane's website. The Parties agree that such electronic signature shall have the same legal force and effect as a handwritten signature under the U.S. Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and the Uniform Electronic Transactions Act, as enacted in the State of North Carolina. The signer represents that they have authority to bind the Party on whose behalf they are signing.