EZ to Get Certified

This Non-Disclosure Agreement, effective upon acceptance timestamped at the moment, is hereby established between EZ Real Estate Platform LLC and the Investor accepting the terms, with EZ Real Estate Offer Platform and EZtogetCertified, collectively acknowledging and agreeing to the terms delineated hereinbelow: 

BACKGROUND 

1.  (A) The involved parties aim to initiate discussions concerning the Purpose, involving the exchange of Confidential Information. 

2.  (B) Both parties have consented to abide by this agreement concerning the disclosure and utilization of Confidential Information. 

AGREED TERMS 

1.1 Definitions: 

**Business Day**: Any day, except Saturday, Sunday, or public holidays in the State of Washington, when banks are operational. 

**Confidential Information**: As defined in clause 2. 

**Discloser**: The party disclosing its Confidential Information directly or indirectly to the other party. **Group**: Pertaining to a company, includes the company itself, any subsidiaries, or holding companies presently associated with it, along with their respective subsidiaries. Each company within a Group is recognized as a member of the Group. 

**Group Company**: Any member of a company’s Group. 

**Recipient**: The party receiving Confidential Information directly or indirectly from the other party. **Representative(s)**: Refers to the officers, employees, professional advisers, consultants, contractors, sub contractors, and any other authorized individuals from each party and its Group, requiring access to Confidential Information for the Purpose. 

 1.2 Interpretation 

(a) Any reference to legislation or a legislative provision shall encompass amendments, extensions, or re enactments made periodically. Such reference also includes all subordinate legislation enacted under the respective legislation or legislative provision. 

(b) Expressions like including, include, in particular, for example, or similar terms should be viewed as explanatory and not restrictive, and should not limit the meaning of the words, descriptions, definitions, phrases, or terms preceding them. 

(c) The term writing or written is inclusive of email communication. 

(d) The reference to a company shall extend to any corporation, company, or other corporate body, regardless of its location or method of incorporation. 

(e) Any prohibition on a party from performing a certain action includes an obligation to prevent that action from being carried out. 

 2.0 Confidential Information 

Confidential Information pertains to all confidential data linked to the Purpose, disclosed directly or indirectly by the Discloser, its Representatives, any of its Group Companies, or their Representatives to the Recipient, its Representatives, any of its Group Companies, or their Representatives before, on, or after the agreement’s date.

 2.1This encompasses: 

(a) Information regarding ongoing discussions and negotiations concerning the Purpose and their status. (b) The existence and terms of the agreement. 

(c) All confidential or proprietary information concerning: 

(i) The business, assets, affairs, customers, clients, suppliers, or plans of the Discloser or any of its Group Companies. 

(ii) The operations, processes, product information, know-how, technical details, designs, trade secrets, or software of the Discloser or any of its Group Companies. 

(d) Any information, findings, data, or analysis derived from Confidential Information. 

(e) Any other information marked as confidential or proprietary, excluding information specified in clause 2.3. 

 2.3 Information is not considered Confidential Information if: 

(a) It is publicly available, not due to the Recipient or its Representatives, or any of the Recipient’s Group Companies or their Representatives breaching this agreement (though any compilation of public information in an undisclosed form remains Confidential Information). 

(b) The Recipient had access to it on a non-confidential basis before disclosure by the Discloser. (c) It was, is, or becomes available to the Recipient on a non-confidential basis from a source not bound by confidentiality obligations. 

(d) The Recipient legally possessed it before disclosure by the Discloser. 

(e) It is independently developed by or for the Recipient. 

(f) The parties mutually agree in writing that the information is non-confidential. 

3.0 Confidentiality Obligations 

In consideration of the Discloser providing the Recipient with access to Confidential Information, the Recipient commits to the Discloser that it will: 

(a) Maintain the confidentiality of the Confidential Information; 

(b) Utilize the Confidential Information solely for the intended Purpose; 

(c) Refrain from disclosing or sharing any portion of the Confidential Information with any individual, except asexplicitly authorized and in accordance with the agreement; 

(d) Refrain from duplicating or documenting the Confidential Information, unless strictly necessary for the Purpose. Any such duplicates or records will remain the property of the Discloser. 

The Recipient is responsible for implementing and upholding adequate security measures to protect the Confidential Information against unauthorized access or utilization. 

4.0 Permitted Disclosure 

The Recipient may disclose the Confidential Information to its Representatives, any of its Group Companies, or their Representatives under the condition that: 

(a) Prior to disclosure, it informs said Representatives, Group Companies, or their Representatives about theconfidential nature of the Confidential Information; and 

(b) Ensures that those Representatives, Group Companies, or their Representatives adhere to the confidentiality obligations outlined in clause 3.1 as if they were the Recipient. 

The Recipient bears responsibility for the actions or oversights of the Representatives, any of its Group Companies, or their Representatives concerning the Confidential Information, as if they were the actions or oversights of the Recipient.

5. Mandatory disclosure 

5.1 Subject to the provisions of this clause 5, a party may disclose Confidential Information to the minimum extent required by: 

(a) an order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or any taxation authority of competent jurisdiction; 

(b) the rules of any listing authority or stock exchange on which its shares or those of any of its Group Companies are listed or traded; or 

(c) the laws or regulations of any country to which its affairs or those of any of its Group Companies are subject. 

5.2 Before a party discloses any Confidential Information pursuant to clause 5.1 it shall, to the extent permitted by law, use all reasonable endeavours to give the other party as much notice of this disclosure as possible. Where notice of such disclosure is not prohibited and is given in accordance with clause 5.2, that party shall take into account the reasonable requests of the other party in relation to the content of this disclosure. 

5.3 If a party is unable to inform the other party before Confidential Information is disclosed pursuant to clause 5.1 it shall, to the extent permitted by law, inform the other party of the full circumstances of the disclosure and the information that has been disclosed as soon as reasonably practicable after such disclosure has been made. 

6. Return or destruction of Confidential Information 

6.1 If so requested by the Discloser at any time by notice in writing to the Recipient, the Recipient shall: (a) destroy or return to the Discloser all documents and materials containing, reflecting, incorporating or based on the Discloser’s Confidential Information; and 

(b) erase all the Discloser’s Confidential Information from its computer and communications systems and devices used by it, or which is stored in electronic form. 

6.2 Nothing in clause 6.1 shall require the Recipient to return or destroy any documents and materials containing or based on the Discloser’s Confidential Information that the Recipient is required to retain by applicable law, or to satisfy the requirements of a regulatory authority or body of competent jurisdiction or the rules of any listing authority or stock exchange, to which it is subject. The provisions of this agreement shall continue to apply to any documents and materials retained by the Recipient pursuant to this clause 6.2. 

7. Inadequacy of damages 

7.1 Without prejudice to any other rights or remedies that each party may have, each party acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this agreement by the other party. Accordingly, each party shall be entitled to the remedies of injunctions, specific performance or other equitable relief for any threatened or actual breach of this agreement. 

8. General 

8.1 Notwithstanding the end of discussions between the parties in relation to the Purpose pursuant to each party’s obligations under this agreement shall continue in full force and effect for a period of three (3) years from the date of this agreement. 

8.2 Except as expressly stated in this agreement, neither party makes any express or implied warranty or representation concerning its Confidential Information, including but not limited to the accuracy or completeness of the Confidential Information. 

8.3 Governing law. This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the State of Washington and each party irrevocably agrees that the courts of the State of Washington shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.