Confidentiality & NDA Terms

1. Definition of Confidential Information

"Confidential Information" means any and all non-public, proprietary, or sensitive information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether disclosed orally, in writing, electronically, or by any other means, and whether or not marked as confidential. Confidential Information includes, but is not limited to:

• Business Information: Business plans, financial data, pricing structures, fee schedules, client lists, vendor relationships, marketing strategies, and operational procedures.
• Platform Technology: Software code, algorithms, AI models and training data, system architecture, database schemas, API specifications, user interface designs, and technical documentation related to the CreatoRain platform.
• Campaign Data: Campaign strategies, influencer selection criteria, performance metrics, engagement analytics, content calendars, brand partnership details, and ROI calculations.
• Client Information: Restaurant client identities, brand guidelines, menu offerings, customer demographics, geographic data, expansion plans, and competitive positioning.
• Influencer Information: Influencer contact details, compensation rates, performance history, audience analytics, contractual terms, and vetting results.
• Personal Data: Any personally identifiable information of employees, clients, influencers, or end users processed in connection with the Services.
• Trade Secrets: Proprietary methodologies, influencer matching algorithms, campaign optimization techniques, and other information that derives independent economic value from not being generally known.

2. Obligations of the Receiving Party

The Receiving Party agrees to the following obligations with respect to Confidential Information:

• Maintain the Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.
• Use the Confidential Information solely for the purposes contemplated by the parties' business relationship with CreatoRain, including performing obligations under any applicable service agreement, campaign brief, or platform terms of use.
• Not disclose, publish, distribute, or disseminate the Confidential Information to any third party except as expressly permitted under Section 4 of these NDA Terms.
• Not reverse engineer, decompile, or disassemble any software, technology, or processes disclosed as Confidential Information.
• Not use the Confidential Information to develop competing products or services, or to gain any competitive advantage outside the scope of the parties' business relationship.
• Implement and maintain reasonable administrative, technical, and physical safeguards to protect the Confidential Information against unauthorized access, disclosure, alteration, or destruction.
• Promptly notify the Disclosing Party in writing upon discovering any unauthorized use or disclosure of Confidential Information.
• Ensure that all personnel who access Confidential Information are informed of its confidential nature and are bound by obligations of confidentiality consistent with these NDA Terms.

3. Exclusions from Confidential Information

The obligations set forth in these NDA Terms do not apply to information that the Receiving Party can demonstrate:

• Public Knowledge: Was or becomes publicly available or part of the public domain through no fault, act, or omission of the Receiving Party.
• Prior Possession: Was already in the Receiving Party's lawful possession prior to disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records.
• Independent Development: Was independently developed by the Receiving Party without reference to, reliance on, or use of the Disclosing Party's Confidential Information, as evidenced by contemporaneous written records.
• Third-Party Disclosure: Was lawfully received by the Receiving Party from a third party who was not under any obligation of confidentiality to the Disclosing Party with respect to such information.
• Legal Requirement: Is required to be disclosed by applicable law, regulation, court order, or governmental authority, provided that the Receiving Party (a) gives the Disclosing Party prompt written notice of such requirement prior to disclosure (to the extent legally permitted), (b) cooperates with the Disclosing Party's reasonable efforts to obtain a protective order or other appropriate remedy, and (c) discloses only the minimum amount of information required to comply with such requirement.

4. Permitted Disclosures

The Receiving Party may disclose Confidential Information only to the following categories of recipients, and only to the extent necessary for the purposes contemplated by the parties' business relationship:

5. Duration of Obligations

The confidentiality obligations set forth in these NDA Terms shall remain in effect for a period of three (3) years following the date of disclosure of the applicable Confidential Information, regardless of whether the parties' business relationship has terminated or expired. For trade secrets, the obligations shall continue for as long as the information qualifies as a trade secret under applicable law.

The survival of these obligations is independent of any termination or expiration of the underlying service agreement, platform terms of use, or any other agreement between the parties.

6. Return or Destruction of Materials

Upon the termination or expiration of the parties' business relationship, or upon the written request of the Disclosing Party, the Receiving Party shall, at the Disclosing Party's election:

• Promptly return all tangible materials containing or embodying Confidential Information, including documents, electronic files, storage media, samples, prototypes, and copies thereof.
• Permanently destroy all Confidential Information in the Receiving Party's possession or control, including any copies, extracts, summaries, or analyses derived from the Confidential Information.
• Upon request, provide a written certification signed by an authorized representative of the Receiving Party confirming that all Confidential Information has been returned or destroyed in accordance with this Section.

Notwithstanding the foregoing, the Receiving Party may retain copies of Confidential Information to the extent required by applicable law, regulation, or its document retention policies, provided that such retained copies remain subject to the confidentiality obligations set forth in these NDA Terms.

7. Remedies for Breach

The parties acknowledge that a breach or threatened breach of these NDA Terms may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, or other equitable remedies from any court of competent jurisdiction without the necessity of proving actual damages or posting a bond.

The pursuit of equitable remedies shall not prevent the Disclosing Party from simultaneously seeking monetary damages, including consequential damages directly attributable to the breach, and recovery of reasonable attorneys' fees and costs incurred in enforcing these NDA Terms.

In the event of an unauthorized disclosure, the Receiving Party shall cooperate fully with the Disclosing Party to mitigate any harm resulting from the breach, including assisting with efforts to recover or restrict further dissemination of the disclosed information.

8. Relationship to Other Agreements

These NDA Terms supplement and do not replace or supersede any confidentiality provisions contained in any other agreement between the parties, including the CreatoRain Client Agreement or any applicable Statement of Work. In the event of a conflict between these NDA Terms and confidentiality provisions in another agreement between the parties, the more protective provision shall control.

Nothing in these NDA Terms shall be construed to grant the Receiving Party any license, ownership interest, or other rights in the Disclosing Party's Confidential Information, intellectual property, or proprietary technology beyond the limited right to use such information for the purposes expressly contemplated by the parties' business relationship.

These NDA Terms do not create any obligation for either party to disclose Confidential Information to the other, nor do they create any partnership, joint venture, agency, or employment relationship between the parties.

9. Governing Law

These NDA Terms are governed by and construed in accordance with the laws of the State of Georgia, United States of America, without regard to conflict of law principles. Any dispute arising under or in connection with these NDA Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Fulton County, Georgia.

10. Contact Information

For questions regarding these Confidentiality and NDA Terms, or to report a potential breach of confidentiality, please contact:

CreatoRain (Midwest AI Solution Inc.)
Email: legal@creatorain.com
Website: www.creatorain.com