Mutual Non-Disclosure Agreement

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (this "Agreement") is entered into as of [DATE] by and between:

Pre. Operations Inc., a Delaware corporation ("Pre."), and

[COMPANY NAME], a [STATE] [ENTITY TYPE] ("Company").

Pre. and Company are each referred to herein as a "Party" and collectively as the "Parties."

1. PURPOSE

The Parties wish to explore a potential operating engagement (the "Engagement") in connection with which each Party may disclose certain confidential and proprietary information to the other Party. This Agreement governs the protection of that information.

2. CONFIDENTIAL INFORMATION

"Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether disclosed orally, in writing, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information includes but is not limited to:

For Company: financial statements and projections, annual recurring revenue, customer names, contracts, and retention data, employee information and compensation, product roadmaps and source code, operational processes and systems, pricing structures, and any information shared during the Engagement.

For Pre.: proprietary playbooks, methodologies, and frameworks, diagnostic tools and scoring models, AI systems and automation workflows, information about other Pre. clients or engagements, and internal pricing and fee structures.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party before disclosure; (c) is independently developed by the Receiving Party without use of the Confidential Information; or (d) is rightfully received from a third party without restriction.

3. OBLIGATIONS

Each Receiving Party agrees to:

(a) Hold all Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care;

(b) Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party;

(c) Use Confidential Information solely for the purpose of evaluating, establishing, or conducting the Engagement;

(d) Limit access to Confidential Information to those employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

4. PRE. SPECIFIC OBLIGATIONS

Pre. specifically agrees that it will not:

(a) Share Company's financial data, customer information, or operational details with any other Pre. client or portfolio company;

(b) Use Company's Confidential Information to benefit any other company Pre. works with;

(c) Disclose the existence of the Engagement to any third party without Company's prior written consent, except as required by law.

Pre. may use aggregated, anonymized patterns and learnings from the Engagement to improve Pre.'s general methodologies, provided that no Company-specific information is identifiable.

5. PERMITTED DISCLOSURES

A Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or court order, provided that the Receiving Party: (a) gives the Disclosing Party prompt written notice of such requirement; (b) cooperates with the Disclosing Party's efforts to seek a protective order; and (c) discloses only that portion of the Confidential Information that is legally required.

6. TERM AND TERMINATION

This Agreement commences on the date first written above and continues for the duration of the Engagement plus two (2) years following its conclusion or termination, whichever is later.

Obligations with respect to Confidential Information that constitutes a trade secret shall survive termination of this Agreement for as long as such information remains a trade secret under applicable law.

Either Party may terminate this Agreement upon thirty (30) days written notice, provided that confidentiality obligations survive as stated above.

7. RETURN OF INFORMATION

Upon written request by the Disclosing Party, or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information in its possession, including all copies and derivatives thereof, and certify in writing that it has done so.

8. NO LICENSE

Nothing in this Agreement grants either Party any license, right, title, or interest in or to the other Party's Confidential Information, intellectual property, or any other rights except as expressly stated herein.

9. REMEDIES

Each Party acknowledges that breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy, and each Party therefore agrees that the other Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity.

10. GENERAL

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. This Agreement may not be amended except by a written instrument signed by both Parties. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of law provisions. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

This document is provided for informational purposes. Pre. recommends all parties obtain independent legal counsel before signing. This template reflects Pre.'s standard terms — specific engagements may require amendments.