Mutual Non-Disclosure & Confidentiality Agreement

This Mutual Non-Disclosure and Confidentiality Agreement (the "Agreement") is entered into as of the date electronically signed below, by and between Eyecare Revenue Accelerator LLC("Disclosing Party"), doing business as OpticClose, and the undersigned individual and/or the entity they represent ("Receiving Party").

1. Confidential Information. "Confidential Information" means any non-public information disclosed by either party, including but not limited to: the OpticClose platform, source code, architecture, AI models, prompts, workflows, product roadmap, pricing, financials, customer lists, designs, mockups, demo environments, methodologies, business plans, and any derivative ideas, concepts, or know-how shared during evaluation discussions.

2. Obligations. Receiving Party shall (a) hold all Confidential Information in strict confidence, (b) use it solely to evaluate a potential business relationship with OpticClose, (c) not disclose it to any third party without prior written consent, and (d) protect it with at least the same degree of care it uses for its own confidential information (no less than reasonable care).

3. No License; No Reverse Engineering. No license, ownership, or intellectual property right is transferred under this Agreement. Receiving Party shall not copy, reproduce, reverse engineer, decompile, disassemble, replicate, recreate, or build a competing product, feature, or service based on the Confidential Information.

4. Term. This Agreement remains in effect for 36 months from the date of execution; confidentiality obligations regarding trade secrets continue indefinitely.

5. Remedies. Receiving Party acknowledges that breach of this Agreement will cause irreparable harm for which monetary damages are inadequate, and OpticClose is entitled to injunctive relief in addition to all other remedies at law or equity, plus reasonable attorneys' fees.

6. Return / Destruction. Upon request, Receiving Party will promptly return or destroy all Confidential Information and certify such destruction in writing.

7. Governing Law. This Agreement is governed by the laws of the State of California, without regard to conflict-of-law principles. Exclusive venue lies in the state and federal courts located in California.

8. Electronic Signature. Receiving Party agrees that an electronic signature (typed or drawn) constitutes a legal, valid, and binding signature under the U.S. ESIGN Act and applicable state e-signature laws.

9. Entire Agreement. This is the entire understanding between the parties on this subject and supersedes all prior discussions. Any modification must be in writing and signed by both parties.