Legal

Mutual Non-Disclosure Agreement

Version 1.2 · Effective August 6, 2026

Before you send us a single invoice, this agreement puts the confidentiality in writing, in both directions. What you disclose to us stays yours. What we disclose to you stays ours. You accept it by checking a box on the intake form, so nothing waits on a signature, and we record which version you accepted so neither of us has to remember.

Formation. This Agreement is accepted electronically at getpoleproof.com/intake by checking the box that reads "I have read and agree to the Mutual Non-Disclosure Agreement, version 1.2" and submitting the form. Acceptance is recorded with the date, the version accepted, and a hash of this exact text.

1. Parties and formation

1.1 Parties. This Mutual Non-Disclosure Agreement (this "Agreement") is between PoleProof LLC, a Maryland limited liability company ("PoleProof"), and the person or entity accepting it ("Counterparty"). Each is a "Party" and together they are the "Parties."

1.2 Formation by electronic acceptance. This Agreement is formed when Counterparty checks the acceptance box identifying this Agreement by name and version and submits the form on which it appears. No signature is required and none is expected. Counterparty's electronic acceptance has the same effect as a handwritten signature.

1.3 Authority. The individual accepting represents that they are at least eighteen years old and are authorized to bind Counterparty.

1.4 Version. The version accepted is the version stated at the head of this Agreement and recorded in PoleProof's assent record. A later version does not apply to a Counterparty who accepted an earlier one unless that Counterparty accepts the later version.

1.5 Licensed materials. Counterparty acknowledges that some materials PoleProof discloses under this Agreement are owned by Tres205 LLC, PoleProof's sole member, and are licensed to PoleProof. PoleProof enters into this Agreement in its own name and is entitled to enforce it, and Tres205 LLC may enforce Sections 3, 4 and 8 in respect of materials it owns.

1.6 Independent operation. PoleProof LLC is independently owned and operated and operates separately from every Related Company (any current or former employer of any owner of PoleProof, and any parent, subsidiary, or affiliate of such an employer). PoleProof does not perform telecom engineering, construction, or make-ready field work, and its services were developed independently, without use of any confidential information, trade secret, system, or client relationship of any Related Company.

2. Definitions

2.1 "Purpose" means evaluating whether to engage PoleProof for a pole attachment, make-ready, or related utility infrastructure charge audit, and, if engaged, performing that audit and the resulting dispute support. It does not include any other use.

2.2 "Confidential Information" means non-public information disclosed by one Party (the "Discloser") to the other (the "Recipient") for the Purpose, in any form, that is either marked or identified as confidential or that a reasonable person would understand to be confidential from its nature or the circumstances of disclosure. It includes, without limiting the definition:

when PoleProof is the Discloser: audit methodology, rule logic, scoring logic, benchmark data and benchmark figures, findings, draft findings, dispute packet content, pricing not published on getpoleproof.com, and software and prompts;
when Counterparty is the Discloser: pole attachment agreements, estimates, invoices, correspondence with a pole owner, construction records, network plans, and rate and cost data.

2.3 Exclusions. Confidential Information does not include information that the Recipient can show (a) was public when disclosed or later became public other than through the Recipient's breach, (b) the Recipient knew before disclosure without a duty of confidence, (c) the Recipient received from a third party free of a duty of confidence, or (d) the Recipient independently developed without use of or reference to the Discloser's Confidential Information.

3. Obligations

3.1 Use. The Recipient will use the Discloser's Confidential Information solely for the Purpose.

3.2 Disclosure. The Recipient will not disclose the Discloser's Confidential Information to any person except its own employees, contractors, and professional advisors who need it for the Purpose and who are bound by confidentiality obligations at least as protective as this Agreement. The Recipient is responsible for any breach by a person to whom it discloses.

3.3 Care. The Recipient will protect the Discloser's Confidential Information with at least the degree of care it uses for its own confidential information, and in no event less than reasonable care.

3.4 No reverse engineering and no derivative use. Counterparty will not reverse engineer, decompile, disassemble, or attempt to derive the rule logic, scoring logic, or benchmark methodology from any deliverable, finding, or dispute packet it receives. Counterparty will not use PoleProof's Confidential Information to build, train, or improve any competing or derivative product, service, dataset, benchmark, or model; will not file any patent or patent application based on it; and claims no residuals right, meaning no right to use PoleProof's Confidential Information on the basis that it is retained in the unaided memory of any individual.

3.5 Compelled disclosure. If the Recipient is required by law, subpoena, or court order to disclose Confidential Information, it will, to the extent legally permitted, give the Discloser prompt written notice and reasonable cooperation so the Discloser may seek a protective order, and will disclose only the portion legally required.

4. Benchmark data

4.1 Counterparty acknowledges that PoleProof and its affiliates compile a cross-client benchmark dataset from normalized and aggregated audit results, that PoleProof and its affiliates own that dataset and every record in it, and that Counterparty acquires no interest in it by contributing to it.

4.2 PoleProof will not disclose Counterparty's invoice, estimate, or engagement data to any other client. Only normalized, aggregated benchmark output derived from multiple sources is reused, on the basis described in PoleProof's published Privacy Policy.

5. No other rights

5.1 Nothing in this Agreement grants either Party any license or right in the other's intellectual property, other than the limited right to use Confidential Information for the Purpose. All rights not expressly granted are reserved.

5.2 Neither Party is obligated to disclose anything, to proceed to an engagement, or to refrain from working with any other person.

6. Term, return and destruction

6.1 Term. This Agreement begins on acceptance and continues for three (3) years, except that the obligations in Sections 3 and 4 continue for five (5) years after the last disclosure, and continue indefinitely as to any item that qualifies as a trade secret for so long as it remains one.

6.2 Return or destruction. On the Discloser's written request, the Recipient will promptly return or destroy the Discloser's Confidential Information in its possession and confirm in writing that it has done so. The Recipient may retain one archival copy to the extent required by law or by its ordinary backup process, and this Agreement continues to apply to that copy. PoleProof may retain findings, working papers, and dated records to the extent required by its own recordkeeping and by Section 4.

7. Notices

7.1 Notices must be in writing and are effective on delivery. Notices to PoleProof go to legal@getpoleproof.com. Notices to Counterparty go to the email address recorded in the assent record for its acceptance, or any address it later designates in writing.

8. General

8.1 Governing law and venue. This Agreement is governed by the laws of the State of Maryland, without regard to its conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in Maryland and waive any objection to venue there.

8.2 Equitable relief. Each Party acknowledges that a breach of Section 3 or Section 4 may cause the other irreparable harm for which damages are inadequate, and that the harmed Party may seek injunctive and other equitable relief, without requirement of posting a bond, in addition to any other remedy.

8.3 Assignment. Neither Party may assign this Agreement without the other's prior written consent, except that either Party may assign it without consent to a successor in a merger, reorganization, or sale of substantially all of its assets or of the business to which this Agreement relates. Any attempted assignment without required consent is void. This Agreement binds and benefits the Parties and their permitted assigns.

8.4 Entire agreement. This Agreement is the entire agreement between the Parties on its subject matter and supersedes all prior discussions on it. It does not supersede PoleProof's Terms of Service or Client Service Agreement, each of which governs its own subject matter. If a conflict arises between this Agreement and either of those on the treatment of confidential information, the more protective provision governs.

8.5 Amendment. This Agreement may be amended only by a writing signed or electronically accepted by both Parties. PoleProof may not amend it by posting a revised version.

8.6 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remainder continues in full force.

8.7 No legal advice. This Agreement was prepared with AI assistance and has not been reviewed by a licensed attorney. Counterparty acknowledges the opportunity to obtain independent legal advice before accepting, and that PoleProof has not advised it.

8.8 Enforcement costs. The prevailing party in any action to enforce this Agreement is entitled to recover its reasonable attorneys' fees and costs.