Non-Disclosure and Non-Compete Agreement

Software Platform Trial & Evaluation

Disclosing Party: Ledgeler LLC (hereinafter referred to as "Company" or "Licensor")

Receiving Party: [Broker/Evaluator Name], on behalf of [Brokerage Company] (hereinafter referred to as "Recipient" or "Evaluator")

RECITALS

WHEREAS, Company has developed a proprietary software platform known as "Ledgeler" (the "Platform"), a commission tracking and management system designed for real estate brokerages; and

WHEREAS, Recipient desires to evaluate the Platform for potential commercial use by Recipient's brokerage operations during a trial period (the "Trial Period"); and

WHEREAS, Company is willing to provide access to the Platform on the condition that Recipient agrees to maintain the confidentiality of all proprietary information and refrain from developing or commissioning any competing product based on the Platform's concepts, features, or functionality;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall mean all information disclosed by Company to Recipient in connection with the Platform, whether disclosed orally, visually, in writing, electronically, or by any other means, including but not limited to:

1. The Platform's source code, object code, algorithms, data structures, database schemas, and software architecture;
2. User interface designs, workflows, screen layouts, navigation structures, and user experience elements;
3. Commission calculation methodologies, formulas, business logic, and data processing methods;
4. Feature sets, product roadmaps, development plans, and future functionality;
5. Technical documentation, API specifications, system integrations, and infrastructure details;
6. Pricing models, business strategies, marketing materials, and customer information;
7. Any data entered into the Platform during the Trial Period that reveals the Platform's capabilities, structure, or functionality;
8. Trade secrets, know-how, inventions, processes, and techniques embodied in or related to the Platform;
9. Any information that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

2. OBLIGATIONS OF THE RECEIVING PARTY

Recipient agrees to:

1. Hold all Confidential Information in strict confidence and not disclose it to any third party without the prior written consent of Company;
2. Use the Confidential Information solely for the purpose of evaluating the Platform for potential licensing or subscription ("Permitted Purpose");
3. Limit access to Confidential Information to those employees, agents, or contractors of Recipient who have a legitimate need to know and who are bound by confidentiality obligations no less restrictive than those contained herein;
4. Not copy, reproduce, reverse engineer, decompile, disassemble, or create derivative works of the Platform or any component thereof;
5. Not take screenshots, recordings, or any other form of capture of the Platform's interface, features, or functionality for purposes other than internal evaluation;
6. Protect the Confidential Information using the same degree of care that Recipient uses to protect its own confidential information, but in no event less than reasonable care;
7. Promptly notify Company in writing of any unauthorized use or disclosure of the Confidential Information.

3. NON-COMPETE AND NON-CIRCUMVENTION

Recipient agrees that:

1. No Competing Development: During the Trial Period and for a period of two (2) years following the expiration or termination of this Agreement, Recipient shall not, directly or indirectly, develop, design, commission, fund, or participate in the creation of any software, application, or platform that replicates, imitates, or is substantially similar to the Platform's features, functionality, or user experience;
2. No Solicitation of Development: Recipient shall not hire, contract, or engage any software developer, designer, or development firm to build a product that replicates or is substantially derived from the Platform's concepts, design, or functionality as observed during the Trial Period;
3. No Circumvention: Recipient shall not attempt to circumvent Company's proprietary rights by describing, specifying, or communicating the Platform's features and functionality to any third party for the purpose of having a similar product developed;
4. Scope: This non-compete restriction applies specifically to real estate commission tracking, management, and disbursement software platforms that incorporate features substantially similar to those demonstrated in the Platform.

4. INTELLECTUAL PROPERTY RIGHTS

1. All intellectual property rights in and to the Platform, including but not limited to copyrights, trademarks, trade secrets, and patents (whether registered or unregistered), remain the sole and exclusive property of Company;
2. This Agreement does not grant Recipient any license, right, title, or interest in the Platform or any intellectual property of Company, except the limited right to access and evaluate the Platform during the Trial Period;
3. Any feedback, suggestions, or ideas provided by Recipient regarding the Platform shall become the exclusive property of Company, and Recipient hereby assigns all rights therein to Company;
4. Recipient acknowledges that the Platform constitutes a trade secret under applicable law, and that unauthorized disclosure or use would cause irreparable harm to Company.

5. TRIAL PERIOD AND TERMINATION

1. The Trial Period shall commence on the Effective Date and continue for the agreed number of days unless earlier terminated;
2. Either Party may terminate this Agreement at any time by providing written notice to the other Party;
3. Upon termination or expiration of this Agreement, Recipient shall immediately cease all use of the Platform and destroy or return all copies of Confidential Information in its possession;
4. The confidentiality obligations and non-compete restrictions set forth herein shall survive termination or expiration of this Agreement for a period of two (2) years.

6. DATA OWNERSHIP AND SECURITY

1. Any business data entered by Recipient into the Platform during the Trial Period remains the property of Recipient;
2. Company shall maintain reasonable security measures to protect Recipient's data during the Trial Period;
3. Upon termination, Company shall delete Recipient's business data within thirty (30) days of written request, or provide an export in a standard format upon request;
4. The structure, organization, and presentation of data within the Platform (as distinct from the data itself) constitutes Confidential Information of Company.

7. REMEDIES

1. Recipient acknowledges that any breach of this Agreement may cause irreparable harm to Company for which monetary damages would be an inadequate remedy;
2. In the event of a breach or threatened breach, Company shall be entitled to seek injunctive relief, specific performance, and any other equitable remedies, in addition to all other remedies available at law or in equity;
3. In any action to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney's fees, costs, and expenses;
4. In the event of a breach of Section 3 (Non-Compete), Recipient agrees to pay liquidated damages in the amount of $50,000 USD, which the Parties agree represents a reasonable estimate of the harm that would result from such breach, in addition to any injunctive relief.

8. EXCEPTIONS TO CONFIDENTIALITY

Confidential Information shall not include information that:

1. Was already in Recipient's possession without restriction before disclosure by Company, as evidenced by written records;
2. Is or becomes publicly available through no fault of Recipient;
3. Is independently developed by Recipient without use of or reference to Company's Confidential Information, as evidenced by written records;
4. Is required to be disclosed by law, regulation, or court order, provided that Recipient gives Company prompt written notice and cooperates with Company in seeking a protective order.

9. GENERAL PROVISIONS

1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles.
2. Dispute Resolution: Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in Texas, administered by a mutually agreed-upon arbitration service, unless the Company seeks injunctive relief, in which case Company may seek relief from any court of competent jurisdiction.
3. Entire Agreement: This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements, representations, and understandings.
4. Amendment: No amendment or modification of this Agreement shall be effective unless in writing and signed by both Parties.
5. Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.
6. Waiver: The failure of either Party to enforce any right under this Agreement shall not constitute a waiver of such right.
7. Assignment: Recipient may not assign this Agreement without the prior written consent of Company. Company may assign this Agreement freely.
8. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one agreement.

10. ACKNOWLEDGMENT

Each Party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and conditions. Each Party further represents that the individual signing below has the authority to bind their respective organization.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date written above.

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