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Parties

This Non-Disclosure Agreement (this “Agreement”) is entered into as of the date signed below between Filipp Pogostkin, an individual (the “Discloser”), and the person signing below (the “Recipient”).

1. Purpose

The Discloser is developing an unreleased software platform for verifying the credentials, employment history, and track record of tennis coaches (the “Project”). The Discloser may show or describe the Project to the Recipient — including by granting access to the Project’s unreleased website — so the Recipient can evaluate a potential relationship with the Discloser, for example as a user, partner, investor, or contractor (the “Purpose”).

2. Confidential Information

“Confidential Information” means all non-public information the Discloser makes available to the Recipient in connection with the Purpose, in any form, before or after the date signed. It includes, without limitation: the URL, existence, and contents of the Project’s unreleased website and any access code granted to the Recipient; product demonstrations and screenshots; software, designs, and technical architecture; the Project’s verification methodology and scoring systems; business, marketing, and financial plans; and lists of prospective users, coaches, clubs, or partners.

Confidential Information does not include information that the Recipient can show: (a) is or becomes publicly available through no fault of the Recipient; (b) was lawfully known to the Recipient before disclosure by the Discloser; (c) was independently developed by the Recipient without use of the Confidential Information; or (d) was lawfully received from a third party without a duty of confidentiality.

3. Recipient’s Obligations

The Recipient agrees to: (a) keep the Confidential Information confidential and protect it with at least the same care the Recipient uses for its own confidential information, and no less than reasonable care; (b) use the Confidential Information only for the Purpose; (c) not disclose it to anyone — including by sharing the website’s address or any access code — except the Recipient’s advisors or employees who need to know it for the Purpose and who are bound by confidentiality obligations at least as protective as this Agreement; (d) not copy or store it beyond what the Purpose reasonably requires; and (e) promptly notify the Discloser upon learning of any unauthorized use or disclosure.

If the Recipient is required by law, regulation, or court order to disclose Confidential Information, the Recipient may do so, provided the Recipient gives the Discloser prompt written notice (where legally permitted) and discloses only what is legally required.

4. No License or Transfer

All Confidential Information remains the property of the Discloser. Nothing in this Agreement grants the Recipient any license, ownership, or other rights in the Confidential Information or in any intellectual property of the Discloser.

5. Return or Destruction

On the Discloser’s written request, the Recipient will promptly return or destroy all Confidential Information in the Recipient’s possession, including copies and notes, except for one archival copy the Recipient is required to retain by law.

6. Term

This Agreement takes effect on the date signed. The Recipient’s obligations continue for three (3) years from the date of each disclosure, except that obligations with respect to any trade secret continue for as long as the information remains a trade secret under applicable law.

7. No Obligation; No Warranty

This Agreement does not obligate either party to enter into any further agreement or relationship. Confidential Information is provided “as is,” and the Discloser makes no warranties regarding its accuracy or completeness.

8. Remedies

The Recipient acknowledges that unauthorized use or disclosure of Confidential Information may cause the Discloser irreparable harm for which money damages would be inadequate. The Discloser is therefore entitled to seek injunctive relief for any breach or threatened breach, in addition to all other remedies available at law or in equity.

9. Electronic Signature and General

The Recipient signs this Agreement electronically by entering their name below and confirming their agreement; the Recipient agrees that this electronic signature has the same force and effect as a handwritten signature. This Agreement is the parties’ entire agreement about its subject matter and supersedes any prior discussions of confidentiality. It may be amended only in a writing signed by both parties. The Recipient may not assign this Agreement without the Discloser’s written consent. If any provision is held unenforceable, the remainder stays in effect. This Agreement is governed by the laws of the State of Washington, and the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in King County, Washington.