Mad Scientist Technologies

This Client Information Confidentiality Agreement (the “Agreement”) is made and entered into on this (Date of Service), by and between Mad Scientist Technologies, a company organized and existing under the laws of the State of Illinois, with its principal place of business located at 3100 State Street, Suite A4, Quincy, Illinois 62301-5737, hereinafter referred to as the “IT Service Company,” and (Client’s Name), a [company organized and|| resident] existing under the laws of [Country/State], with its principal place of business located at (Client’s Address), hereinafter referred to as the “Client.”

WHEREAS, the Client will be disclosing certain confidential and proprietary information to the IT Service Company during the course of their professional engagement; and

WHEREAS, the IT Service Company acknowledges that the protection of such confidential information is essential to its business operations;

WHEREAS, the Parties recognize the importance of promoting transparency and ensuring the integrity of their business practices, including a mechanism to report concerns regarding potential wrongdoing or violations of laws or ethical standards;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the IT Service Company and the Client (collectively referred to as the “Parties”) agree as follows:

1. Definition of Confidential Information

For the purpose of this Agreement, “Confidential Information” shall mean any and all non-public, proprietary, sensitive, or confidential information disclosed by the Client to the IT Service Company, either orally or in writing, during the term of the engagement. This includes, but is not limited to, business plans, financial information, customer lists, trade secrets, software, technology, processes, and any other information designated as confidential by the Client.

2. Obligations of the IT Service Company

The IT Service Company agrees to hold all Confidential Information in strict confidence and not to disclose, distribute, reproduce, or use the Confidential Information for any purpose other than to perform its services for the Client. The IT Service Company shall take all reasonable measures to prevent unauthorized access to or disclosure of the Confidential Information.

3. Non-Disclosure and Non-Use

The IT Service Company shall not disclose the Confidential Information to any third party without the prior written consent of the Client. Furthermore, the IT Service Company shall not use the Confidential Information for its benefit or for the benefit of any third party, directly or indirectly, during or after the termination of the engagement with the Client.

4. Return or Destruction of Information

Upon the termination of the engagement with the Client or at the Client’s request, the IT Service Company shall promptly return all physical copies of the Confidential Information and permanently delete or destroy all electronic copies, notes, or records containing any Confidential Information, except as required by applicable law or regulation.

5. Exclusions from Confidential Information

This Agreement shall not apply to information that is (a) already known to the IT Service Company at the time of disclosure; (b) publicly available or becomes publicly available without a breach of this Agreement; © rightfully received by the IT Service Company from a third party without any confidentiality obligations; (d) independently developed by the IT Service Company without reference to the Client’s Confidential Information.

6. Duration of Confidentiality

The confidentiality obligations under this Agreement shall commence on the date of signing and shall continue for the duration of the business relationship between the IT Service Company and the Client. Upon the termination of the business relationship, the IT Service Company shall continue to keep the Confidential Information confidential for a minimum period of one (1) year. However, the Client may, at its option, require the IT Service Company to maintain the confidentiality of the Confidential Information for an extended period of up to five (5) years from the date of termination of the business relationship. The Client’s decision to extend the duration shall be communicated to the IT Service Company in writing.

Please note that this section specifies that the confidentiality obligations start when the agreement is signed and continue until the business relationship ends. After the termination of the business relationship, the IT Service Company is required to keep the Confidential Information confidential for at least one (1) year. However, the Client has the option to extend this duration to five (5) years, and the IT Service Company will be obligated to adhere to the extended period upon the Client’s written request.

7. Whistleblower Safeguard

7.1 Whistleblower Protection

The IT Service Company acknowledges the importance of promoting transparency and ensuring the integrity of its business practices. The Client recognizes the IT Service Company’s commitment to comply with all applicable laws, regulations, and ethical standards. In the event that the IT Service Company becomes aware of any activities or practices that may violate applicable laws or regulations, or that may constitute unethical behavior or misconduct, the IT Service Company is encouraged to report such concerns promptly.

7.2 Confidential Reporting Mechanism

The IT Service Company shall have the right to report any concerns or suspicions of wrongdoing, violation of laws, or unethical behavior related to the services provided under this Agreement, without fear of retaliation. The IT Service Company can report such concerns to the designated whistleblower contact within the Client’s organization and/or law enforcement.

7.3 No Retaliation

The Client assures that it will not retaliate against the IT Service Company for reporting any concerns in good faith. Retaliation includes, but is not limited to, termination, demotion, harassment, discrimination, or any adverse employment action. If the IT Service Company believes that retaliation has occurred, it should immediately report the matter to the Client’s designated representative.

7.4 Confidentiality of Whistleblower Reports

Whistleblower reports and the identity of the IT Service Company making the report will be kept confidential to the extent permitted by law. However, in some cases, it may be necessary to disclose certain information to investigate and address the reported concerns effectively. The Client will take all reasonable measures to protect the confidentiality of the IT Service Company’s identity and information to the extent permitted by law.

7.5 Non-Obstruction

The Client agrees not to obstruct or interfere with the IT Service Company’s right to report concerns or participate in any investigation or legal proceeding related to the reported concerns.

7.6 No Waiver of Confidentiality Obligations

The provisions of this Whistleblower Safeguard section shall not waive or alter the IT Service Company’s obligations under the Client Information Confidentiality Agreement or any other confidentiality obligations arising from the engagement between the IT Service Company and the Client.

7.7 Good Faith Reporting

The IT Service Company agrees to report concerns or suspicions of wrongdoing in good faith. False or malicious reports made with the intent to harm the Client or any individual may be subject to disciplinary action.

7.8 Compliance with Laws

The IT Service Company shall ensure that any reporting of concerns or suspicions of wrongdoing is done in compliance with all applicable laws and regulations.

8. Limitation of Liability

Under no circumstances shall either Party be liable to the other Party for any special, indirect, incidental, punitive, or consequential damages arising out of or in connection with this Agreement, including but not limited to damages for loss of profits, loss of data, loss of business, or other economic losses, even if advised of the possibility of such damages.

The total liability of either Party, whether in contract, tort (including negligence), or otherwise, arising out of or in connection with this Agreement shall be limited to the total amount paid by the Client to the IT Service Company under this Agreement during the one (1) months immediately preceding the event giving rise to the liability.

The Parties acknowledge and agree that the limitations of liability set forth in this section are an essential basis of the bargain between the Parties and shall apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

9. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired. The Parties shall make a good faith effort to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves, to the extent possible, the original intent of the Parties.

10. Dispute Resolution

10.1 Good Faith Negotiation

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, including the breach, termination, validity, or interpretation thereof (hereinafter referred to as the “Dispute”), the Parties agree to first attempt to resolve the Dispute amicably through good-faith negotiations. The Party raising the Dispute shall provide written notice to the other Party, describing the nature of the Dispute and seeking to resolve it cooperatively.

10.2 Mediation

If the Parties are unable to resolve the Dispute through negotiation within ninety (90) days of the written notice, they agree to participate in non-binding mediation. The mediation shall be conducted by a mutually agreed-upon mediator or a mediator appointed by the American Arbitration Association (AAA) or any other recognized mediation organization. The Parties shall share the costs of the mediation equally.

10.3 Arbitration

If the Dispute remains unresolved after mediation or if either Party fails to participate in the mediation, the Parties agree that the Dispute shall be finally settled by binding arbitration in accordance with the rules of the American Arbitration Association (AAA) or any other mutually agreed-upon arbitration organization. The arbitration shall take place at a mutually convenient location and shall be conducted by a single arbitrator. The decision of the arbitrator shall be final and binding on both Parties.

10.4 Exceptions

Notwithstanding the above, either Party may seek injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm or to enforce its rights under this Agreement without first resorting to negotiation or mediation.

10.5 Confidentiality

All aspects of the dispute resolution process, including the existence of the dispute, any discussions, negotiations, mediation, or arbitration proceedings, and the award, shall be treated as confidential by both Parties. The Parties shall not disclose such information to any third party, except as required by law or as necessary to enforce or implement the arbitration award.

10.6 Governing Law and Jurisdiction

This Dispute Resolution section shall be governed by and construed in accordance with the laws of the State of Illinois. Any disputes arising out of or in connection with this section or the Dispute resolution process shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Illinois.

11. Amendment and Changes

This Agreement may be amended or modified only in writing and signed by both Parties. The Parties agree to engage in good faith discussions to address any changes or updates to this Agreement that may be necessary to reflect evolving business needs and legal requirements.

12. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Illinois.

13. Entire Agreement

This Agreement constitutes the entire understanding and agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings, and agreements, whether oral or written.

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

Mad Scientist Technologies

By: <Mad Scientist Technologies Agent>

[Mad Scientist Technologies Agent – Title] Date of Service(s)

[Client’s Company Name]

By: <Client’s Name>

[Client’s Name and Title] Date of Service(s)