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MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (“Agreement”) is entered into by and between the organization identified in the signature block below, for itself and on behalf of its Affiliates (collectively, “Counterparty”), and TEHR LLC for itself and on behalf of its Affiliates, including TRIMUS (collectively, “TEHR”) (Counterparty and TEHR each, a “Party” and collectively, the “Parties”), effective as of the date of the last signature below (“Effective Date”).

Accepted and agreed to as of the Effective Date by the authorized representative of each Party:

1. Purpose. The Parties desire to protect the confidentiality of certain confidential information of each Party to be disclosed under this Agreement solely for use in evaluating or pursuing a potential business relationship between the Parties or their Affiliates or fulfilling the objectives of such business relationship (“Permitted Use”).

2. Definition. Subject to the exceptions in Section 5, “Confidential Information” means information disclosed by a Party or its Affiliates (“Disclosing Party”), including by its agents, consultants, and professional advisors, to the other Party or its Affiliates (“Receiving Party”), including, but not limited to, trade secrets, techniques, models, inventions, know-how, processes, sketches, algorithms, data, software, hardware, terms of agreements, negotiations or proposals, financial, business, user, sales, clinical, regulatory, patient, provider, or technical information, and such other information disclosed (a) in written or other tangible form and marked “Confidential” or with words of similar import; (b) orally or visually and identified as confidential or proprietary information at the time of disclosure; or (c) under circumstances by which the Receiving Party should reasonably understand such information is to be treated as confidential, whether or not marked “Confidential.”

3. Non-Use and Non-Disclosure Obligations. Subject to Section 5, the Receiving Party agrees that it will hold in strict confidence and not disclose Confidential Information to any individual or third party except to the Receiving Party’s employees, directors, officers, independent contractors, agents, consultants, and professional advisors (collectively, “Authorized Recipients”) who have a need to know or as expressly approved in writing by the Disclosing Party, and will use Confidential Information for no purpose other than the Permitted Use. The Receiving Party will also protect Confidential Information with at least the same degree of care that the Receiving Party uses to protect its own confidential information, but in no case less than reasonable care. The Receiving Party will limit access to Confidential Information to only those Authorized Recipients having a need to know and who have signed confidentiality agreements containing, or are otherwise bound by, confidentiality obligations at least as restrictive as those contained herein. The Receiving Party will not modify, reverse engineer, disassemble, or decompile Confidential Information unless otherwise authorized in writing by the Disclosing Party. The Receiving Party will not reproduce Confidential Information in any form except as required for the Permitted Use. Any reproduction by a Receiving Party of any Confidential Information will remain the property of the Disclosing Party and will preserve all confidential or proprietary notices or legends that appear on the original unless otherwise authorized in writing by the Disclosing Party. The Receiving Party will be responsible for any unauthorized use or disclosure of Confidential Information by its Authorized Recipients. The Receiving Party will promptly notify the Disclosing Party in writing upon discovery of any loss or unauthorized disclosure of Confidential Information and cooperate with the Disclosing Party to investigate and mitigate any adverse effects. Each Party will comply with all applicable export and sanctions laws and regulations as they pertain to the use and disclosure of Confidential Information.

4. No Publicity. Each Party agrees that it may not make any public disclosures relating to the existence or terms of this Agreement or use the other Party’s name in any publication, promotional material, or other written or oral statement for public distribution, except with the other Party’s prior written consent or as may otherwise be required by law, rule, or regulation.

5. Exceptions. The Receiving Party will not have any obligations under this Agreement with respect to a specific portion of the Confidential Information if such Receiving Party can demonstrate with competent evidence that such portion of Confidential Information: (a) is or becomes publicly known through no wrongful act or omission of the Receiving Party; (b) is rightfully communicated to the Receiving Party from a third party without obligation of confidentiality; (c) is approved for release by written authorization of the Disclosing Party; (d) is already in the possession of, or lawfully known by, the Receiving Party at the time of disclosure by the Disclosing Party; or (e) was developed by the Receiving Party independently and without the use of any Confidential Information. The Receiving Party may disclose certain Confidential Information without violating the obligations of this Agreement to the extent such disclosure is required by applicable law, regulation, or a valid order of a court or other governmental body having jurisdiction provided that the Receiving Party: (x) provides the Disclosing Party with reasonable prior written notice of such disclosure (to the extent legally permitted); (y) gives the Disclosing Party an opportunity to challenge or limit the disclosure requirement or seek an appropriate protective order; and (z) reasonably cooperates with the Disclosing Party to narrow the scope of such disclosure to only that portion of the Confidential Information that is necessary to fulfill the order or requirement.

6. Return or Destruction. Upon written request of the Disclosing Party, the Receiving Party will promptly return to the Disclosing Party or destroy all documents and other tangible materials representing the Disclosing Party’s Confidential Information, provided, however, that the Receiving Party may retain and use such Confidential Information if and to the extent permitted by a license or similar right under a separate agreement. Notwithstanding the foregoing, each Party will be permitted to retain copies of the other Party’s Confidential Information solely for archival, audit, legal, and/or regulatory purposes provided that any Confidential Information so retained will: (a) remain subject to the obligations and restrictions contained in this Agreement; and (b) be retained in a manner consistent with the retaining Party’s routine document retention policies and procedures.

7. No Implied Right or Relationship. Confidential Information is and will remain the sole property of the Disclosing Party, and no license or other right to Confidential Information or intellectual property is granted or implied in this Agreement or by any disclosure. Neither this Agreement nor the disclosure of any Confidential Information hereunder will result in any obligation on the part of either Party to enter into any further agreement with the other, license any products or services to the other, or require either Party to disclose any particular Confidential Information. Nothing in this Agreement creates or will be deemed to create any employment, joint venture, or agency relationship between the Parties.

8. Term. The term of this Agreement will begin on the Effective Date and expire upon the earlier of (i) 2 years thereafter; or (ii) the date the Parties enter into a separate written definitive agreement with confidentiality obligations regarding the Permitted Use. Either Party may terminate this Agreement at any time upon 30 calendar days’ written notice to the other Party. Unless otherwise agreed in writing by the Parties, the obligations with respect to the non-use, non-disclosure, and protection of Confidential Information received during the term of this Agreement will survive for a period of 5 years after any expiration or termination of this Agreement. Notwithstanding the foregoing, the Receiving Party’s obligations of non-use, non-disclosure, and protection with respect to any Confidential Information that constitutes a trade secret under applicable law will survive any expiration or termination of this Agreement and continue for as long as such information remains a trade secret under applicable law.

9. No Warranty. The Disclosing Party provides Confidential Information on an “AS-IS” basis for use by the Receiving Party at its own risk. The Disclosing Party disclaims all warranties to its Confidential Information, whether express, implied, or statutory, including as to accuracy, performance, completeness, and suitability.

10. Affiliate. “Affiliate” of a Party means an entity that, directly or indirectly, controls, is controlled by, or is under common control with such Party, where “control” means the power to direct or cause the direction of an entity’s management or affairs through ownership or control of 50% or more of the voting equity securities or other equivalent voting interest of an entity.

11. Governing Law; Jurisdiction, and Venue. This Agreement and any dispute or claim arising out of or relating to it (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to conflict-of-laws principles. The Parties irrevocably agree that the state and federal courts located in New Castle County, Delaware shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement, and each Party hereby irrevocably submits to the exclusive jurisdiction and venue of such courts and waives any objection to such jurisdiction or venue on the grounds of inconvenient forum or otherwise.

12. Remedies. Each Party acknowledges that its or any of its Authorized Recipients’ breach of this Agreement may cause irreparable damage to the other Party and hereby agrees that the other Party will be entitled to seek injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.

13. Miscellaneous. This Agreement is the complete, final, and exclusive agreement of the Parties with respect to the subject matters hereof and supersedes all prior and contemporaneous discussions between the Parties with respect to such matters. No modification of or amendment to this Agreement will be effective unless in writing and signed by all Parties. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable under any present or future law, (a) such provision shall be limited, construed, or reformed to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the Parties to the fullest extent permitted by law; and (b) the remaining provisions of this Agreement shall in no way be affected or impaired thereby and shall remain in full force and effect. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement may be evidenced by electronic signatures. Any notice required or permitted by this Agreement will be made in writing and be deemed delivered upon verification of delivery to the other Party. This Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the advance written consent of the other Party, except that either Party may assign this Agreement and all of its rights and obligations hereunder without such consent to (a) an Affiliate; or (b) a successor entity in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such Party’s assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section will be null and void. The person executing this Agreement on behalf of each Party represents that he or she has the requisite legal authority to enter into this Agreement on behalf of the Party and bind that Party to the terms and conditions of this Agreement, and each Party understands that the other Party is relying on this representation in entering into this Agreement.

14. Non-Solicitation. During the term of this Agreement and for a period of 12 months after its expiration or termination, neither Party will, directly or indirectly, solicit for employment or engagement any employee or key independent contractor of the other Party or its Affiliates who became known to the soliciting Party in connection with the Permitted Use, without the prior written consent of the other Party; provided, however, that nothing in this Section will prohibit (a) general solicitations of employment or engagement not specifically directed at such persons, including general advertisements and job postings, or the hiring or engagement of any person who responds thereto; or (b) the hiring or engagement of any person who contacts the soliciting Party on his or her own initiative without any direct or indirect solicitation by the soliciting Party.

Platform recording notice (not part of the Agreement text): Signing constitutes your electronic signature on this Agreement. Your signature is recorded together with your account email, the date and time, and network and session information, and that record may be used in any proceeding to enforce this Agreement. Providing a false identity or signing without authority is itself actionable, so please sign accurately; it protects everyone at this table.