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Mutual Non-Disclosure Agreement

CONFIDENTIALITY AGREEMENT (“Agreement”) dated as of by and between AVMetrics, LLC, a corporation with offices at 2655 First Street, Ste 250, Simi Valley, CA 93065 (AVM Tester) and an authorized signer of with offices located at (End User) and is effective as of the date of acceptance.

WHEREAS, the parties hereto desire to exchange certain information and data deemed proprietary and confidential relating to End-User utilizing AVM Tester to perform testing of AVMs and proving model assessments of the AVM’s and other related products produced by a third party (AVM Vendor).

NOW, THEREFORE, the parties hereto agree as follows:

1. Confidential Information. For the purposes of this Agreement, "Confidential Information" shall mean information and data received by either party from the other which has been marked "Proprietary and Confidential" by the disclosing party, or in respect of which the receiving party has received from the disclosing party-specific written notice of its proprietary and confidential nature. Test Results, Test Analysis or Data shall be considered Confidential Information at all times. Notwithstanding the foregoing, information and data disclosed shall not be deemed to be Confidential Information, and the receiving party shall have no obligation to treat such information and data as Confidential Information, if such information and data (a) was substantially known by the receiving party at the time of such disclosure; (b) was known to the public at the time of such disclosure; (c) becomes known to the public (other than by act of the receiving party) subsequent to such disclosure; (d) is disclosed lawfully to the receiving party by a third party subsequent to such disclosure; (e) is developed independently by the receiving party without reference to the Confidential Information; (f) is approved in writing by the disclosing party for disclosure; or (g) is required by law to be disclosed by the receiving party, provided prior written notice of such required disclosure is given to the disclosing party.

2. Ownership of Information. Confidential Information may be owned by third parties. The disclosing party warrants that they have the right to disclose Confidential Information.

3. Notification of End-User Identity to AVM Vendor. End-User’s identity will be provided to any prospective AVM Vendor by E-Mail sent with a request for notification of delivery. End-User is aware that the AVM Vendor has the right to refuse to participate with any End-User. Such rejection must be made within five (5) business days of being notified of the identity of End-User by E-Mail. Absent such rejection by E-Mail in a similar manner as noted above, AVM Tester shall assume that End-User has the permission of AVM Vender to receive confidential test data.

4. End-User Restrictions. End-Users may only use the AVM Test Results for its internal business purposes including compliance with regulatory guidance and determining criteria for utilizing automated valuation models, related products and services in End-Users’ ordinary lines of business and for no other purpose. Further, End-User shall not resell, relicense, publish, disclose, or otherwise redistribute the Model Performance Assessments or other Confidential Material received from AVM Tester, in whole or in part, except End-Users may disclose the Model Performance Assessments to regulators as specifically required by state and federal law for compliance purposes.

5. AVM Vendor Restrictions. AVM Vendor may only use the Anonymized Model Performance Assessments for their internal market research purposes. Further, AVM Vendor may not resell, relicense, or redistribute the Anonymized Model Performance Assessment or other Confidential Material received from AVM Tester, in whole or in part.

6. Termination. This Agreement shall continue until terminated in writing by any party; provided, however, that the obligation to protect the confidentiality of all Confidential Information disclosed by the parties to each other prior to such termination shall survive the termination of the Agreement.

7. Amendment Waiver. This Agreement may not be amended or any provision hereof waived in whole or in part except by a writing signed by both parties hereto.

8. Governing Law. This Agreement shall be governed by the internal laws of the State of California. The parties agree that the state and federal courts of California, County of Ventura, shall be the exclusive forums for any dispute arising out of this Agreement and the parties hereby consent to the personal jurisdiction of such courts.

9. Third-Party Beneficiaries. This Agreement shall inure to the benefit of any third parties that own any Confidential Information.

10. Irreparable Harm. The Parties acknowledge that the unauthorized disclosure, use or disposition of Confidential Information could cause irreparable harm and significant injury, which may be difficult to ascertain. Accordingly, the Parties agree that the disclosing Party shall have the right to an immediate injunction in the event of any breach of this Agreement, in addition to any other remedies that may be available to the disclosing Party at law or in equity.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

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Signed by Allison MacDoanld
Signed On: November 23, 2022

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October 24, 2019 9:18 pm PDT

Mutual Non-Disclosure Agreement Uploaded by Allison MacDonald - Info@AVMetrics.net IP 70.113.18.250