1. Definitions

"Confidential Information" means any information disclosed by one party ("Discloser") to the other ("Recipient") that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. This includes but is not limited to:

• Bundle IQ buyer identities, requirements, commercial terms, and procurement data
• Bundle IQ vendor identities, pricing, capabilities, and Trust Scores
• Bundle IQ's platform architecture, evaluation methodology, scoring algorithms, and business strategy
• Contractor's proprietary methodologies, client lists, and business processes
• All information discussed in the course of any engagement

2. Obligations of confidentiality

Each party agrees to:

• Keep all Confidential Information of the other party strictly confidential
• Use Confidential Information only for the purpose of performing obligations under the Contractor Agreement
• Not disclose Confidential Information to any third party without the Discloser's prior written consent
• Restrict access to Confidential Information to those personnel who need it to perform the engagement
• Apply at least the same level of care to protecting the other party's Confidential Information as they apply to their own — and in any event no less than reasonable care

3. Exceptions

The obligations of confidentiality do not apply to information that:

• Is or becomes publicly available through no breach of this agreement
• Was already known to the Recipient before disclosure, as evidenced by written records
• Is independently developed by the Recipient without use of the Confidential Information
• Is required to be disclosed by law, regulation, or court order — in which case the Recipient must give the Discloser prompt written notice before disclosure where permitted by law

4. Buyer data — special obligations

Contractor acknowledges that buyer requirements, commercial information, and contact details are highly sensitive. In addition to the general obligations above:

• Buyer data must not be downloaded, stored locally, or transferred outside the Bundle IQ platform except where necessary to perform the engagement
• Buyer identities must not be disclosed to any vendor or third party without Bundle IQ's written consent
• On termination of any engagement, all buyer data must be deleted from personal devices and systems within 7 days

5. Duration

This NDA takes effect on the date of signature and continues for the duration of the Contractor Agreement and for five years after its termination, regardless of the reason for termination.

6. Remedies

The parties acknowledge that breach of this NDA may cause irreparable harm for which monetary damages would be an inadequate remedy. Either party may seek injunctive relief or specific performance without the need to prove actual loss or post a bond or other security.

7. Return of information

On request or on termination of the engagement, the Recipient must promptly return or destroy all Confidential Information and certify in writing that it has done so.

8. Governing law

This NDA is governed by the laws of England and Wales and is subject to the exclusive jurisdiction of the courts of England and Wales.