Mutual Confidentiality Agreement

Agreement

This Mutual Confidentiality Agreement (Agreement) is entered into between Harper Seven LLC, a Virginia limited liability company (Harper Seven), and the other party signing this Agreement (Recipient or Partner). This Agreement becomes effective as of the date of the last signature below (Effective Date).

The purpose of this Agreement is to allow the parties to exchange certain confidential information while evaluating or pursuing a potential business relationship, including but not limited to cybersecurity services, technology partnerships, consulting engagements, vendor relationships, government contracting opportunities, or other commercial collaborations.

1. Definition of Confidential Information

Confidential Information means all non-public information disclosed by one party (Disclosing Party) to the other party (Receiving Party), whether disclosed orally, visually, electronically, or in writing, including but not limited to:

• Business plans and strategies
• Technical data and cybersecurity methodologies
• Software, systems architecture, and technology designs
• Network and infrastructure information
• Customer or partner information
• Financial data and pricing
• Marketing strategies and product roadmaps
• Trade secrets and proprietary information

Confidential Information includes information marked as confidential or that reasonably should be understood to be confidential based on the nature of the information and circumstances of disclosure.

2. Exclusions

Confidential Information does not include information that:

1. Was already known to the Receiving Party before disclosure.
2. Becomes publicly available without breach of this Agreement.
3. Is independently developed by the Receiving Party without use of the Confidential Information.
4. Is lawfully received from a third party without restriction.

If disclosure is required by law, regulation, or court order, the Receiving Party shall provide prompt notice to the Disclosing Party so the Disclosing Party may seek appropriate protective measures.

3. Protection of Confidential Information

The Receiving Party agrees to:

• Use the Confidential Information solely for evaluating or performing the intended business relationship.
• Protect the Confidential Information with at least the same level of care used to protect its own confidential information, but no less than reasonable care.
• Not disclose Confidential Information to any third party except to employees, advisors, consultants, or subcontractors who have a legitimate need to know and who are bound by confidentiality obligations.
• Not reverse engineer, copy, or otherwise misuse the Confidential Information except as permitted under this Agreement.

The Receiving Party is responsible for ensuring compliance by its employees, contractors, and representatives.

4. Return or Destruction of Confidential Information

Upon written request by the Disclosing Party, the Receiving Party shall:

1. Return all Confidential Information.
2. Destroy all copies, summaries, and derivative materials containing Confidential Information.
3. Certify in writing that such destruction has occurred.

The Receiving Party must cease all use of the Confidential Information upon request.

5. Term

This Agreement will remain in effect for one (1) year from the Effective Date. However, any Confidential Information disclosed during the term of this Agreement must remain confidential for a period of three (3) years after disclosure. Either party may terminate this Agreement with thirty (30) days written notice, provided that confidentiality obligations remain in effect for previously disclosed information.

6. Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Virginia, United States, without regard to conflict of law principles. Any legal action related to this Agreement shall be brought in the courts located within the Commonwealth of Virginia.

7. General Provisions