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Confidentiality and limited-use terms

This agreement is between Katie Lynn Navarro (the “Disclosing Party”) and the person signing below (the “Recipient”). In exchange for access to the RoomReady materials, Recipient agrees:

1. Confidential information. Confidential Information includes nonpublic RoomReady concepts, software and interface designs, workflows, methods, checklists, demonstrations, product plans, business models, pricing, forecasts, investor materials, customer or pilot plans, and related written, visual, oral, or digital information.
2. Permitted purpose. Recipient may use the information only to evaluate a possible investment, pilot, partnership, vendor relationship, or other authorized business relationship with RoomReady.
3. No disclosure or copying. Recipient will not disclose, publish, distribute, reproduce, record, screenshot for redistribution, sell, license, or provide the information to another person without prior written permission.
4. No competing use. Recipient will not reverse engineer, imitate, build from, commercially exploit, or help another party use the Confidential Information to create or improve a competing product or service.
5. Reasonable care. Recipient will protect the information with at least reasonable care and promptly notify the Disclosing Party of any suspected unauthorized access or disclosure.
6. Exclusions. These duties do not cover information Recipient can document was already lawfully known without restriction, becomes public without Recipient’s breach, is received lawfully from a third party without a confidentiality duty, or is independently developed without using the Confidential Information.
7. Required disclosure. If legally compelled to disclose, Recipient will give prompt notice when legally permitted and disclose only what is required.
8. Ownership and no license. All Confidential Information remains the Disclosing Party’s property. Access grants no ownership, assignment, license, franchise, or other intellectual-property right.
9. Duration and remedies. These duties continue for three years from signature; trade secrets remain protected for as long as applicable law recognizes them as trade secrets. Recipient acknowledges unauthorized use may cause irreparable harm for which injunctive relief may be available in addition to other remedies.
10. Arizona law. Arizona law governs this agreement, without regard to conflict-of-law rules. The parties consent to courts located in Maricopa County, Arizona.
11. Entire agreement; electronic signature. These terms are the complete agreement regarding this access and may be changed only in a writing signed by both parties. Electronic records, typed signatures, and electronic acceptance are intended to have the same effect as handwritten originals.