AXISS AI MUTUAL NON-DISCLOSURE AGREEMENT
Effective November 1, 2026 · Version v1.0
This Mutual Non-Disclosure Agreement ("Agreement") is between Axiss AI Corp., a Delaware corporation with offices at 145 Tremont Street, Suite 201-1296, Boston, MA 02111 ("Axiss"), and the company identified by the person accepting this Agreement (the "Company"). Axiss and the Company are each a "party". This Agreement takes effect when the Company's representative accepts it electronically (the "Effective Date").
1. Purpose.
The parties want to discuss the Company's sales pipeline and revenue operations, including a Pipeline X-Ray readout, and to evaluate a possible business relationship involving Axiss AI products and services (the "Purpose").
2. Confidential Information.
"Confidential Information" means non-public information that one party (the "Discloser") shares with the other (the "Recipient") for the Purpose, in any form, that is marked or identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. For the Company, this includes its pipeline, deal, account, contact, forecast, pricing, customer and CRM information, and any summary of its Pipeline X-Ray results it chooses to share. For Axiss, this includes its products, roadmap, technology, analysis methods, pricing and business plans.
3. Exclusions.
Confidential Information does not include information that the Recipient can show (a) is or becomes public through no fault of the Recipient; (b) was already known to the Recipient without a duty of confidentiality; (c) was received from a third party without a duty of confidentiality; or (d) was independently developed by the Recipient without using the Discloser's Confidential Information.
4. The Pipeline X-Ray file.
The Pipeline X-Ray reads the Company's uploaded file in the Company's own browser. Axiss does not receive that file, so using the tool does not disclose it to Axiss. This Agreement covers anything the Company later chooses to share with Axiss, such as a summary of totals, a screen share or a discussion of specific deals.
5. Recipient obligations.
The Recipient will (a) use Confidential Information only for the Purpose; (b) protect it with at least the care it uses for its own similar information, and never less than reasonable care; and (c) share it only with its employees, contractors and professional advisors who need it for the Purpose and are bound by confidentiality obligations at least as protective as these. The Recipient is responsible for their compliance.
6. No AI training or cross-customer use.
Axiss will not use the Company's Confidential Information to train or improve AI models, will not combine it with other customers' data, and will not share it with other customers.
7. Required disclosure.
The Recipient may disclose Confidential Information when required by law, regulation or court order, if it gives the Discloser prompt notice where legally allowed, provides reasonable help (at the Discloser's expense) to seek protective treatment, and discloses only what is required.
8. Return or deletion.
On written request, the Recipient will promptly return or delete the Discloser's Confidential Information, except copies kept in routine backups or as required by law, which remain subject to this Agreement until deleted.
9. No license or obligation.
Confidential Information remains the Discloser's property. This Agreement grants no license or other rights except the limited right to use Confidential Information for the Purpose. Neither party is obligated to enter into any further agreement or transaction.
10. No warranty.
Confidential Information is provided "as is". The Pipeline X-Ray and any readout are for general business information and are not financial, legal or investment advice.
11. Term.
This Agreement covers disclosures made during the two (2) years after the Effective Date. The Recipient's obligations for each disclosure last three (3) years from the date of that disclosure, and for trade secrets, for as long as they remain trade secrets under applicable law. Either party may end this Agreement for future disclosures by written notice; obligations for earlier disclosures continue.
12. Remedies.
Unauthorized use or disclosure may cause irreparable harm, so the Discloser may seek injunctive relief in addition to any other remedies available to it.
13. Personal information.
If either party shares personal information, the Recipient will handle it in line with applicable data protection laws and use it only for the Purpose.
14. General.
This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law rules. It is the parties' entire agreement on its subject. Where it conflicts with the Pipeline X-Ray Terms of Use, this Agreement controls for the information it covers. It may be changed only in a writing signed or electronically accepted by both parties. Neither party may assign it without the other's consent, except to a successor in a merger, acquisition or sale of substantially all of the related business. If any provision is unenforceable, the rest remains in effect. Notices go to the email address each party has provided; notices to Axiss go to privacy@axiss.ai.
15. Electronic acceptance.
The person accepting this Agreement confirms that they are authorized to bind the Company. Accepting by checkbox is a valid electronic signature. Axiss accepts this Agreement by making the readout or summary sharing available after the Company accepts. Both parties may rely on Axiss's electronic record of the acceptance, including the version, time and details stored with it.