Non-Disclosure Agreement

This Non-Disclosure Agreement (the "Agreement") is made and entered into below:

• Sidecar Data Solutions LLC, (the "Recipient"), and
• Client, dictated by signee on the Statement of Work (the "Client").

1. Purpose

The Disclosing Party possesses confidential sales, transaction, and customer data from Clover, which the Recipient will analyze for business insights. The parties wish to prevent unauthorized disclosure of such confidential information.

2. Definition of Confidential Information

"Confidential Information" includes, but is not limited to:

• Sales reports and revenue data
• Customer transaction history
• Business operational metrics and analytics
• Any proprietary software, scripts, or processing methodologies used for analysis
• Any other non-public information shared in connection with the services
3. Obligations of Confidentiality
• The Recipient shall not disclose, share, or use the Confidential Information except for the agreed-upon data analysis services.
• The Recipient shall take reasonable security measures to protect the Confidential Information (e.g., encryption, restricted access).
• The Recipient shall only share the Confidential Information with employees or contractors who have signed a similar confidentiality agreement.
4. Exclusions

Confidential Information does not include:

• Information that is publicly available through no fault of the Recipient
• Information independently developed by the Recipient without reliance on disclosed data
• Information disclosed under legal or regulatory obligation (with prior notice to the Disclosing Party)
5. Data Retention & Deletion
• Recipient will retain Confidential Information only for the duration of the engagement.
• Upon project completion or termination of the Agreement, all Confidential Information must be securely deleted within 30 days, unless required by law.
6. Term & Termination
• This Agreement is effective upon signing and remains in force either party provides written or verbal consent of termination.
7. Remedies for Breach
• The Disclosing Party may seek injunctive relief, damages, or both in the event of a breach.
• The Recipient shall indemnify the Disclosing Party for any losses resulting from unauthorized disclosure.
8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio.

By signing the SOW and using the services, you acknowledge that you have read, understood, and agreed to this Non-Disclosure Agreement.