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Unilateral NDA (Technical Information) Page 1 | 4
<br />v.3 .0 11.3.20
<br />UNILATERAL NONDISCLOSURE AGREEMENT
<br />This UNILATERAL NONDISCLOSURE AGREEMENT ("Agreement"), effective the 29 day of
<br />May, 2025 ("Effective Date"), is made by and between, Orange County, North Carolina (Receiving
<br />party) with a mailing address of PO BOX 8181, Hillsborough, NC 27278 and DISA Global Solutions,
<br />Inc. (Disclosing Party), d/b/a CastleBranch, with a mailing address of 1844 Sir Tyler Drive,
<br />Wilmington, NC 28405 (collectively, "Parties").
<br />Receiving Party requires from Disclosing Party certain technical information, which Disclosing
<br />Party considers to be Confidential Information (as defined below), for the purpose of evaluating its potential
<br />purchase or use of Disclosing Party's products and services ("Permitted Purpose"). Disclosing Party desires
<br />t o set forth the terms under which Receiving Party shall safeguard and use the Confidential Information.
<br />In consideration of the terms, covenants and conditions described herein, the parties agree as follows:
<br />1.Scope of Confidential Information
<br />Confidential Information . Confidential Information means any information relating to the Disclosing
<br />Party's technical, security, functionality, accessibility, or risk assessment status, and if applicable, any and
<br />all technical information disclosed or furnished by Disclosing Party to Receiving Party in connection
<br />therewith.
<br />2.Use and Disclosure of Confidential Information
<br />2.1. Confidentiality. Receiving Party shall use the Confidential Information only for the Permitted
<br />Purpose of this Agreement and for no other purpose. Except as otherwise permitted by this Agreement,
<br />Receiving Party shall keep secret, retain in strictest confidence, and prevent the unauthorized duplication,
<br />use, and disclosure of the Confidential Information. Receiving Party shall have in place adequate technical,
<br />administrative, and physical security measures to ensure that Confidential Information disclosed under this
<br />Agreement is safeguarded from unauthorized disclosure or use.
<br />2.2. Limited Access. Receiving Party shall limit access to the Confidential Information to only those
<br />of its employees responsible for conducting or overseeing the Permissible Purpose, and authorized agents
<br />or representatives who have a need-to-know such Confidential Information for the purpose for which it is
<br />disclosed and to those parties to whom disclosure is required by law or expressly authorized b y the terms
<br />of this Agreement ("Authorized Recipients"). When Receiving Party discloses Confidential Information to
<br />any Authorized Recipient , it shall be Receiving Party's responsibility to ensure that all Authorized
<br />Recipients recognize Disclosing Party's claim of proprietary status for all Confidential Information,
<br />together with the restrictions on duplication, use , and disclosure contained in this Agreement. Receiving
<br />Party shall remain responsible and liable to Disclosing Party for any disclosure or use by Authorized
<br />Recipients contrary to the protections in this Agreement.
<br />2.3. Standard of Care. Receiving Party agrees that it will protect the confidentiality of the Confidential
<br />Information through the exercise of: (a) the precautions set forth in Sections 2.1 and 2.2, and, (b) no less
<br />protection and care than it customarily uses in preserving and safeguarding its own Confidential
<br />Information.
<br />2.4. Nondisclosure and Other Restrictions . Except as specifically permitted in this Agreement, the
<br />Receiving Party shall not, voluntarily or involuntarily, directly or indirectly, in whole or in part, in any
<br />manner whatsoever, (i) communicate, disclose, divulge, distribute, duplicate, photocopy, reproduce, or
<br />transmit the Confidential Information to any person or entity; (ii) use the Confidenti al Information,
<br />including (1) to the advantage or benefit of any person or entity other than Disclosing Party, (2) to the
<br />Docusign Envelope ID: 78CA7A8E-B561-4CF0-9F38-83E29630801B
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