Mutual Non-Disclosure Agreement

This Agreement is entered into as of the date of last signature (the "Effective Date") by and between PoleProof LLC, a Maryland limited liability company ("PoleProof"), and _______________________________ (the "Counterparty"). Each may act as a disclosing party ("Discloser") or a receiving party ("Recipient").

1. Purpose and independent operation

The parties wish to explore or conduct a business relationship relating to PoleProof's make-ready and pole attachment invoice auditing services. 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. Confidential Information

"Confidential Information" means any non-public information disclosed by a Discloser, in any form, that is marked or reasonably understood to be confidential. It includes, without limitation, PoleProof's audit rule engine, scoring and cost-allocation logic, the regional benchmark dataset and any data derived from it, methodologies, algorithms, software, pricing, business and product plans, and the existence and terms of the parties' discussions.

3. Obligations and restrictions

The Recipient will use the Confidential Information only for the Purpose, protect it with at least reasonable care, and disclose it only to personnel who need it and are bound by similar obligations. No license is granted. The Recipient will not reverse engineer any software, model, or dataset; use the Confidential Information to build, train, or improve any competing or derivative product, service, dataset, benchmark, or model; file any patent or application based on it; or claim any residuals right.

4. Term, remedies, and general

Confidentiality obligations continue for three years after disclosure, except that trade secrets remain protected as long as they qualify under law. The Recipient acknowledges that unauthorized use or disclosure may cause irreparable harm, and the Discloser may seek injunctive and equitable relief without posting a bond. The prevailing party in any action to enforce this Agreement is entitled to its reasonable attorneys' fees. This Agreement is governed by the laws of the State of Maryland and may be signed in counterparts and by electronic signature.