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This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of the date electronically signed below, by and between Vyral PEO, LLC, a Texas limited liability company ("Vyral"), and the company identified in the signature block below ("Client"). Vyral and Client are each a "Party" and collectively the "Parties."

1. Purpose

Client wishes to engage Vyral to evaluate, benchmark, and present quotes from Professional Employer Organizations ("PEOs") and related service providers (the "Purpose"). In connection with the Purpose, the Parties will exchange confidential and proprietary information.

2. Confidential Information

"Confidential Information" means any non-public information disclosed by one Party to the other, whether orally, in writing, electronically, or by any other means, including but not limited to: employee census data; medical, dental, vision, and ancillary plan summaries; medical invoices; claims data; payroll registers; workers' compensation policies and loss runs; EIN documentation; ownership and incorporation records; SUI/SUTA rates; pricing, methodologies, and analyses prepared by Vyral; and any documents marked or reasonably understood to be confidential.

3. Permitted Use & Sharing

Vyral shall use Confidential Information solely to (a) benchmark Client across Vyral's vetted PEO network and (b) facilitate quotes from PEO partners. Vyral may share Confidential Information only with PEO partners that have executed written confidentiality agreements containing protections no less stringent than those in this Agreement. Confidential Information shall not be sold, transferred, or otherwise disclosed to any party outside that vetted network.

4. Standard of Care & Security

Each Party shall protect the other's Confidential Information using at least the same degree of care it uses to protect its own confidential information, and not less than a reasonable standard of care. All Client documents transmitted to or stored by Vyral are encrypted in transit using TLS 1.2 or higher and encrypted at rest using AES-256. Access is restricted to authorized personnel on a need-to-know basis and is audit-logged.

5. Exclusions

Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the receiving Party; (b) was rightfully known to the receiving Party before disclosure without confidentiality obligation; (c) is rightfully received from a third party without breach of any confidentiality obligation; or (d) is independently developed without reference to the Confidential Information.

6. Term & Survival

This Agreement is effective on the date electronically signed below and continues for a period of two (2) years. The obligations of confidentiality and non-use shall survive termination of this Agreement for an additional two (2) years thereafter, or indefinitely with respect to trade secrets.

7. Non-Solicitation

During the term of this Agreement and for twelve (12) months thereafter, neither Vyral nor any PEO partner receiving Confidential Information under this Agreement shall directly solicit employment of any individual identified in Client's disclosed census or payroll materials, except in response to a general public job posting not specifically directed at such individual.

8. No Obligation; No Cost to Client

This Agreement does not create any obligation on Client to engage Vyral, select any PEO, or proceed with any quote. Client incurs no fees or charges to Vyral under this Agreement. Vyral makes no representation or warranty as to the accuracy of any third-party PEO quote.

9. Return or Destruction

Upon Client's written request, Vyral shall return or securely destroy all Confidential Information within thirty (30) days, except (a) one archival copy that may be retained solely for legal and compliance purposes and (b) information that must be retained by law.

10. Remedies

The Parties acknowledge that monetary damages may be inadequate for a breach of this Agreement and that the non-breaching Party shall be entitled to seek equitable relief, including injunction and specific performance, without the requirement of posting a bond.

11. Governing Law

This Agreement is governed by the laws of the State of Texas, without regard to its conflict of laws principles. Venue for any dispute shall lie exclusively in the state or federal courts located in Dallas County, Texas.

12. Entire Agreement; Electronic Signature

This Agreement constitutes the entire understanding between the Parties with respect to its subject matter and supersedes all prior discussions or agreements. By typing the signer's full legal name in the signature field below and clicking "Sign & Continue," the signer affirms authority to bind the Client and consents to electronically sign this Agreement pursuant to the ESIGN Act and applicable state UETA statutes.