Mutual Non-Disclosure Agreement

1. Parties and mutual structure

Once validly activated and accepted, this NDA is between:

1. Pearson Manufacturing Ltd., 6198 Netherhart Rd. Unit 7, Mississauga, Ontario L5T 2G7, Canada (Pearson); and
2. the buyer, approved manufacturing supplier, or other business organization identified in the private acceptance receipt or signed counterpart (Counterparty).

Pearson and Counterparty are each a Party and together the Parties. A Party is a Disclosing Party when it discloses Confidential Information and a Receiving Party when it receives Confidential Information. The duties are mutual: the same rules apply in both directions.

If the Counterparty is a sole proprietor, references to its organization include that individual acting in their business capacity. An individual user is not personally made a Party solely because they accept as an authorized representative, but their organization is responsible for their authorized acts and breaches as provided below.

2. Authority, electronic acceptance, and Effective Date

This NDA becomes effective only when an adult authorized to bind the Counterparty affirmatively accepts the exact activated version through Pearson's designated private workflow, or authorized representatives of both Parties sign an identified counterpart. The Effective Date is the acceptance timestamp stated in the resulting acceptance receipt or the date stated in the signed counterpart.

The standard electronic workflow must identify the Counterparty, accepting user, title, version, effective date, authoritative source, and server-computed content hash; use an unchecked agreement checkbox; include a separate authority attestation; and require an explicit accept action. Pearson may record the source route, timestamp, related quote where applicable, masked IP address, truncated user agent, request or session identifier, and the server-selected acceptance method. The resulting receipt may be kept immutable and made privately downloadable.

The individual accepting represents that they have authority to bind the Counterparty. Pearson's presentation of an activated standard NDA in the designated acceptance workflow, together with authorized acceptance by the Counterparty, forms Pearson's assent to the mutual terms. A browser caller cannot choose an offline, signature, or other acceptance method that Pearson's server did not authorize.

Viewing a public page, opening a link, downloading a copy, starting a quote request, creating an account, receiving an RFQ, or receiving information is not acceptance.

3. Purpose

The Parties may disclose information solely to evaluate, discuss, quote, source, plan, purchase, supply, manufacture, program, tool, inspect, test, document, package, ship, fulfill, support, and administer actual or potential manufacturing projects and the related Pearson business relationship (the Purpose).

The Purpose includes human capability review and partner selection, buyer and supplier due diligence, project clarification, quality and compliance review, and authorized platform administration. It does not authorize use for an unrelated commercial purpose, competitive intelligence, publicity, model training, or solicitation based on a confidential identity.

4. Confidential Information

Confidential Information means non-public information disclosed by or on behalf of a Disclosing Party in any form—written, electronic, visual, oral, physical, machine-readable, or observed during a visit—that is marked confidential or that a reasonable business person would understand to be confidential given its nature and the circumstances.

It includes, without limitation:

• CAD models, 2D and 3D drawings, sketches, renderings, GD&T, dimensions, tolerances, specifications, revisions, bills of materials, material selections, samples, prototypes, parts, tooling, fixtures, workholding, programs, and manufacturing instructions;
• manufacturing methods, process plans, machine settings, capacity, equipment, facility layouts, inspection methods, test methods, measurements, certificates, nonconformance, corrective action, rework, yield, scrap, traceability, quality, and performance information;
• inventions, designs, discoveries, research, know-how, trade secrets, product plans, unreleased products, source code, software, algorithms, platform architecture, access controls, vulnerability information, security processes, credentials, signed links, and audit information;
• prices, quotations, costs, margins, payment terms, forecasts, schedules, lead times, capacity plans, volumes, purchase orders, supplier bids, commercial strategy, business plans, and negotiation positions;
• the identity of a buyer, customer, supplier, manufacturer, subcontractor, project participant, or prospective participant, and the fact or status of discussions;
• personal information and business-contact information disclosed for the Purpose; and
• copies, extracts, annotations, measurements, photographs, models, summaries, notes, analyses, compilations, test results, and other material derived from or reflecting any of the above.

Confidential Information can belong to the Disclosing Party or to a customer, supplier, licensor, employee, or other person to whom the Disclosing Party owes a duty.

5. Marking and reasonable understanding

A legend, file classification, protected workspace, cover page, oral statement, or follow-up notice helps identify confidentiality but is not the only way information qualifies. Unmarked information is protected when its content or context would reasonably communicate confidentiality—for example, an unreleased CAD model sent for a private quote.

If the Receiving Party is genuinely unsure whether information is confidential or may be used in a proposed way, it must ask before using or disclosing it. A failure to mark every page, component, message, or derived record is not a waiver.

Oral or visual information is protected without a later written summary when a reasonable person would understand its confidentiality. Where practical, the Disclosing Party should identify especially sensitive oral disclosures at the time and may confirm them in writing.

6. Exclusions and evidentiary responsibility

Confidential Information does not include information that the Receiving Party can prove through contemporaneous written records:

1. was lawfully known to it without a confidentiality duty before disclosure by the Disclosing Party;
2. became publicly available through no breach of this NDA or other duty by the Receiving Party or its Representatives;
3. was lawfully received from a third party that, after reasonable inquiry where circumstances warrant, was not under a duty prohibiting disclosure;
4. was independently developed by personnel who did not use or access the Confidential Information; or
5. was approved for release in a written authorization from the Disclosing Party.

A combination of public elements is not excluded merely because individual elements are public if the non-public combination, selection, arrangement, application, or insight is confidential. The burden of establishing an exclusion rests on the Receiving Party. An exclusion permits use only to the extent the evidence supports it and does not waive intellectual-property, privacy, controlled-information, or other legal restrictions.

7. Purpose-only use

The Receiving Party may use Confidential Information only for the Purpose and only to the extent reasonably necessary. It must not use the information to compete unfairly with the Disclosing Party, manufacture outside the authorized project, bypass project controls through misuse of confidential information, benefit an unrelated person, or obtain an advantage unrelated to the Purpose.

The Receiving Party must follow project-specific access, copy, download, export, storage, facility, and return instructions that are reasonable and communicated before disclosure. It may create only the copies and derived records reasonably required for the Purpose and must preserve confidentiality legends where practical.

No obligation to use information for the Purpose creates an obligation to submit a quote, award work, purchase a minimum quantity, onboard a supplier, disclose a buyer identity, or proceed with a project.

8. Need-to-know disclosure and Representatives

The Receiving Party may disclose Confidential Information only to its directors, officers, employees, individual contractors, professional advisers, insurers, approved service providers, and project-specific subcontractors (collectively, Representatives) who:

• have a genuine need to know it for the Purpose;
• receive no more information than reasonably needed;
• are informed of its confidential nature; and
• are bound before access by confidentiality and use restrictions at least as protective as the applicable obligations in this NDA, or by professional duties that provide comparable protection.

A manufacturing supplier may not subcontract project work or disclose buyer or project information merely because it received an RFQ. The applicable Pearson authorization, project terms, and any compliance review must permit the subcontractor before disclosure.

The Receiving Party is responsible for a breach of this NDA by a Representative as if it were the Receiving Party's own breach, except that an independent professional adviser remains directly responsible under applicable professional duties and law. The Receiving Party must use reasonable access removal and information-return steps when a Representative no longer needs access.

9. Reasonable safeguards

The Receiving Party must protect Confidential Information using at least the degree of care it uses for its own similarly sensitive information and, in all cases, reasonable care. Safeguards must be proportionate to sensitivity and may include:

• access limited by role, organization, project, and need to know;
• suitable authentication, secure devices, current software, encryption in transit, private storage, and protected transfer methods;
• physical controls for facilities, shop floors, samples, tooling, printed drawings, photographs, and removable media;
• verification of recipients and workspace before sending, accepting, or downloading information;
• reasonable logging, training, confidentiality instructions, retention controls, and secure disposal; and
• compliance with communicated export, controlled-goods, privacy, quality, and record-preservation requirements.

Pearson's protected-file workflows use permission checks and short-lived signed access, but expiry of a link does not secure copies already downloaded. Neither Party guarantees perfect security. Each Party remains responsible for the systems and people it controls.

10. Security incidents and notification

The Receiving Party must notify the Disclosing Party without undue delay after becoming aware of an actual or reasonably suspected unauthorized access, use, disclosure, loss, alteration, destruction, or inability to account for Confidential Information (Incident).

The notice must, as information becomes reasonably available, describe what happened, the information and people affected, containment steps, known recipients, likely consequences, and a contact for response. The Receiving Party must promptly contain and investigate the Incident, preserve relevant evidence, mitigate harm, cooperate with reasonable inquiries and legally required notices, and not make a public statement naming the Disclosing Party without approval unless law requires it.

Incident cooperation does not require waiver of legal privilege, disclosure of another person's protected information, or admission of liability. The Parties will coordinate personal-information and regulatory response under applicable law, but each remains responsible for duties legally assigned to it.

11. Artificial intelligence and automated tools

The Receiving Party must not submit, upload, paste, expose, or otherwise provide Confidential Information to a public, shared, consumer, or general-purpose artificial-intelligence service, or use it to train, fine-tune, evaluate, or improve a model available to other customers or the public.

A private or project-specific automated tool may process Confidential Information only when:

1. the processing is reasonably necessary for the Purpose and authorized by the Agreement or the Disclosing Party in writing;
2. access is limited to approved people and providers on a need-to-know basis;
3. the provider is contractually restricted from using the information to train a public or shared model and must apply appropriate confidentiality, security, retention, and deletion controls;
4. any personal-information, controlled-goods, export, sanctions, and location requirements have been reviewed; and
5. a qualified person reviews material output before relying on it for a quote, capability, quality, compliance, routing, award, or manufacturing decision.

This section does not create permission to use Pearson's optional automated-assistance features. Their production status, provider, scope, and controls must be separately enabled and authorized.

12. Reverse engineering and observation restrictions

Except as expressly authorized in a project document, the Receiving Party must not analyze, disassemble, decompile, decode, chemically analyze, scan, digitize, measure for replication, or reverse engineer a confidential sample, prototype, part, tool, fixture, software item, or other tangible embodiment to discover composition, construction, design, source code, method, or trade secret.

Routine measurements, inspection, testing, and manufacturability analysis expressly required for the Purpose are permitted. They do not authorize manufacture, reproduction, patent filing, or use outside the Purpose. Nothing in this section prohibits an act that applicable law does not permit the Parties to restrict, but the Receiving Party must give advance notice where lawful before relying on that exception.

13. Photography, publicity, benchmarking, and references

Without the Disclosing Party's prior written approval, the Receiving Party must not:

• photograph, record, livestream, or publish confidential facilities, screens, parts, samples, tooling, processes, documents, or personnel;
• announce or imply a relationship, project, quote, award, endorsement, certification, or outcome;
• use the other Party's or a confidential customer's or supplier's name, trademark, logo, part, image, testimonial, or case study;
• identify a buyer, customer, supplier, manufacturing partner, or project participant; or
• publish project, pricing, quality, security, performance, or comparative benchmarking information.

Internal measurements and analysis reasonably needed for the Purpose remain permitted and confidential. A general statement that a Party participates in the Pearson platform is not permitted if the participation or relationship was itself disclosed as confidential.

14. Compelled disclosure

If law, regulation, court order, subpoena, or binding government demand requires the Receiving Party to disclose Confidential Information, it may disclose only the portion legally required. To the extent lawful, it must give the Disclosing Party prompt written notice before disclosure and reasonable cooperation, at the Disclosing Party's expense, in seeking a protective order, confidential treatment, redaction, or another remedy.

If advance notice is prohibited, the Receiving Party must provide notice as soon as legally permitted. It must use reasonable efforts to preserve confidentiality and must not disclose voluntarily under the guise of compulsion. A lawful disclosure does not make the information non-confidential for other purposes.

15. Personal information

Each Party must handle personal information contained in Confidential Information in accordance with applicable privacy and data-protection law and only as necessary for the Purpose. The Receiving Party must not use business-contact or account information for unrelated marketing, profiling, surveillance, or solicitation merely because it has access.

The Parties will reasonably cooperate on access, correction, incident, retention, return, and deletion obligations. A Disclosing Party must have lawful authority to provide personal information. This NDA does not replace Pearson's Privacy Policy, create consent where consent is required, or permit a use prohibited by law.

16. Controlled goods, exports, sanctions, and restricted intake

This NDA is a confidentiality agreement, not a controlled-goods registration, export permit, brokering permit, sanctions authorization, security clearance, technical-assistance agreement, or confirmation that a Party, provider, facility, employee, or subcontractor may receive restricted information.

Before disclosing controlled-goods technical data, export-controlled information, defence-sensitive or classified material, sanctions-restricted information, or other specially regulated content, the Disclosing Party must accurately classify it and the Parties must confirm in writing an appropriate project-specific intake, authorization, location, access, storage, transfer, citizenship or personnel screening where lawful, subcontracting, return, and incident process.

Until that confirmation, such information must not be uploaded through Pearson's standard workflow or sent to a prospective supplier. A Receiving Party that reasonably suspects an unapproved restricted disclosure must stop access and further transfer, preserve the information securely, notify Pearson through the contact in section 24, and follow lawful containment instructions. A compliance hold or legal restriction is stronger than NDA acceptance and may continue to block access.

17. Ownership, no licence, and no residuals

The Disclosing Party and its licensors retain all right, title, and interest in Confidential Information and related intellectual property. Disclosure does not transfer ownership or grant any licence by implication, estoppel, exhaustion, or otherwise, except the limited, revocable right to use the information for the Purpose during the period authorized by this NDA and the project documents.

No patent, industrial design, copyright, trademark, trade-secret, mask-work, data, software, manufacturing, sale, or other licence is granted. A project document must separately address any right to manufacture, sell, modify, distribute, or use deliverables.

There is no residuals licence. A Receiving Party may not use Confidential Information merely because an employee or Representative remembers it without referring to a copy. General unaided skill and experience may be used only if doing so does not disclose, embody, derive from, or misuse the Disclosing Party's Confidential Information or intellectual property.

18. No obligation to proceed and no warranty

Neither Party is required to disclose information, continue discussions, issue or answer an RFQ, provide a quote, award or accept work, onboard a supplier, buy or sell any quantity, grant exclusivity, or enter another agreement. Either Party may stop discussions subject to obligations that already apply.

Confidential Information is provided as is for evaluation unless a later signed or confirmed project document gives an express representation or warranty. The Disclosing Party does not, by disclosure alone, warrant accuracy, completeness, non-infringement, manufacturability, fitness, regulatory compliance, or commercial result. Each Party must perform its own reasonable review before relying on information or making a commitment.

This disclaimer does not permit intentional deception or fraudulent misrepresentation and does not change an express warranty in a later project agreement.

19. Return and destruction

At the Disclosing Party's written request or when the Receiving Party no longer reasonably needs the information for the Purpose, the Receiving Party must stop use and, within a reasonable period, return or securely destroy Confidential Information in its control, including reasonably identifiable copies and derived materials. If requested, an authorized representative must confirm completion in writing.

The Receiving Party may retain:

• one restricted legal or compliance archive copy where reasonably needed to prove rights, meet law, insurance, quality, tax, audit, dispute, or professional obligations;
• records subject to a litigation, investigation, regulatory, security, or other legal hold; and
• copies in secure backups that are not reasonably accessible in ordinary operations and are overwritten through the normal backup cycle.

Retained information remains subject to this NDA, may not be used for another purpose, and must remain access-restricted. Return or destruction does not require deletion of an immutable acceptance receipt, audit fact, or record that law requires a Party to preserve, but such a record should not contain unnecessary Confidential Information.

20. Term and survival

Unless a signed project agreement states otherwise, this NDA begins on the Effective Date and remains open for new disclosures for three years, unless either Party ends that disclosure period earlier by written notice. Ending the disclosure period does not end protection for information already disclosed and does not cancel a confirmed project.

The confidentiality, use, safeguarding, and disclosure restrictions for ordinary Confidential Information continue for five years after the later of its disclosure or termination of the disclosure period. Trade secrets remain protected for as long as they qualify as trade secrets under applicable law. Personal information, controlled or export-restricted information, legal-hold material, and records subject to a longer legal or contractual duty remain protected for as long as that duty requires.

The following survive termination to the extent their nature requires: ownership, no-licence, no-residuals, accrued remedies, retained-copy restrictions, governing law, notices, interpretation, and other provisions intended to continue.

21. Equitable relief

Unauthorized use or disclosure of Confidential Information may cause harm that cannot be adequately repaired by money alone. The affected Party may apply to a court of competent jurisdiction for an injunction, specific performance, preservation order, or other equitable relief, in addition to other available remedies.

The applicant must still establish the legal requirements for the requested relief. This section does not create an automatic injunction, prevent a lawful disclosure, waive defences, or require either Party to post no security where a court requires it.

22. No hidden restrictive covenants

This NDA contains no non-solicitation, no-hire, no-poach, wage-fixing, customer-allocation, market-allocation, exclusivity, non-compete, or non-circumvention covenant. It does not prohibit a Party from independently doing business with, hiring, soliciting, or competing for a person or organization where that activity is lawful and does not use or disclose Confidential Information or breach a separate express agreement.

In particular, confidentiality of a buyer, customer, supplier, price, opportunity, or relationship cannot be used as a pretext for coordination prohibited by competition law. If the Parties want a lawful project-specific commercial restriction, it must be separately identified, professionally reviewed, and affirmatively agreed; it will not be implied into this NDA.

23. Governing law and Ontario forum

This NDA is governed by the laws of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-laws rules. The Parties submit to the exclusive jurisdiction of the courts located in Ontario, Canada.

Before filing a non-urgent claim, a Party should give notice and allow authorized business representatives a reasonable opportunity to discuss resolution. Nothing limits urgent equitable relief, compliance with a legal deadline, preservation of a limitation period, or a legally required report.

24. Notices

Notices to Pearson under this NDA must be sent to:

Pearson Manufacturing Ltd., 6198 Netherhart Rd. Unit 7, Mississauga, Ontario L5T 2G7, Canada. info@pearsonmfg.com. +1 (905) 564-2885.

Notices to Counterparty may be sent to its organization address, authorized administrator, account email, or contact identified in the acceptance receipt or project record. Routine project communications are not formal legal notices unless they clearly state that purpose.

An Incident notice should be sent promptly through the safest available channel and should not attach unnecessary Confidential Information to an unprotected email.

25. Custom and project-specific NDAs

The Parties may enter a custom or project-specific NDA. If the acceptance receipt or project record identifies that custom NDA as governing a disclosure, it takes precedence over this standard NDA to the extent of a direct conflict for that disclosure. The remaining compatible terms continue only if the custom NDA permits them.

A custom NDA must be handled as a distinct state from acceptance of Pearson's standard NDA. Uploading, discussing, or marking a custom NDA under review does not equal execution. Pearson may require proof of signatures and authority before treating it as effective.

For protected-file gating, Pearson may require acceptance of the exact current activated standard NDA unless an authorized record confirms that a fully executed custom NDA satisfies the specific project gate. When a new standard version is activated, an old standard acceptance no longer satisfies a current-version gate. If no current activated NDA exists, protected NDA-gated files remain blocked. A compliance hold remains stronger than either standard or custom NDA status.

26. Assignment and Representatives

Neither Party may assign this NDA without the other Party's prior written consent, except to an affiliate or successor in a bona fide merger, reorganization, financing, or sale of all or substantially all of the relevant business if the assignee assumes this NDA in writing and the transfer does not violate a project, privacy, sanctions, export, or controlled-information restriction.

Permitted assignment does not authorize broader disclosure. Each Party remains responsible for Representatives as stated in section 8 and must apply appropriate controls during any transition.

27. Severability, waiver, and relationship

If a provision is held unenforceable, it will be limited to the minimum extent necessary and the remainder continues. A failure or delay to enforce a right is not a waiver. A waiver must be express and applies only to the stated instance.

The Parties are independent contractors. This NDA does not create employment, partnership, agency, fiduciary duty, joint venture, exclusivity, minimum volume, preferred-supplier status, or authority for one Party to bind the other.

28. Entire agreement and precedence

This NDA is the entire agreement about confidentiality for disclosures within its Purpose, except for a properly identified custom NDA, project term, or later amendment under section 30. It supersedes prior discussions about that subject but does not waive a duty that already protects third-party information or a claim for fraud.

If this NDA conflicts with an activated Terms of Service, this NDA controls confidentiality, use, and disclosure of Confidential Information. Project documents control manufacturing scope, price, quality, and delivery unless they expressly amend this NDA through authorized agreement.

Headings aid readability and do not limit meaning. Including means including without limitation.

29. Counterparts and electronic records

This NDA may be signed in counterparts, each treated as an original and together one agreement. Signatures and records may be electronic where permitted by Ontario's Electronic Commerce Act, 2000 and other applicable law.

An electronic record is effective only when it reliably identifies the document, assent, Party, and authority in the circumstances. An acceptance receipt and server-computed hash help preserve integrity but do not make an unapproved version effective, prove authority that did not exist, or turn public viewing into acceptance.

The Parties have expressly requested that this NDA and related documents be drawn up in English. Les parties ont expressément demandé que la présente entente et les documents qui s'y rattachent soient rédigés en anglais.

30. Amendments and new versions

An amendment must be in writing and signed or affirmatively accepted by authorized representatives of both Parties. Pearson may propose a new standard version, but it binds a Counterparty only after that person affirmatively accepts the newly identified title, version, effective date, and exact server-computed SHA-256 content hash through an authorized workflow.

A draft, placeholder, blank, future-effective, deprecated, null-hash, hash-mismatched, or professional-review-required document cannot be accepted or satisfy a file-access gate. Silence, continued browsing, receipt of an RFQ, prior acceptance, or viewing the public page does not amend or renew this NDA.

31. Contact

Questions about this NDA or a proposed custom confidentiality arrangement may be directed only to info@pearsonmfg.com, the postal address in section 24, or +1 (905) 564-2885.