Pearson Manufacturing Non-Disclosure Agreement

Effective Date: July 3, 2025
Last Updated: July 11, 2025

This Non-Disclosure Agreement (“NDA”) is entered into by and between you (the “Discloser,” whether an individual or an organization) and Pearson Manufacturing Ltd. (“Recipient,” “we,” “us,” or “our”) (collectively, the “Parties”).

1. Purpose

The Discloser may share Confidential Information with Recipient in connection with Pearson Manufacturing’s quoting, design analysis, manufacturing, and related services (the Services). This NDA governs Recipient’s obligations to protect and appropriately use that information.

2. Definition of Confidential Information

“Confidential Information” means all non-public materials disclosed by Discloser, in any form, including but not limited to:

• Design Files & Specs: CAD, STL, STEP, blueprints, drawings, tolerances, material data
• Business Information: Processes, cost structures, pricing models, customer lists
• Technical Data: Software code, prototypes, test results, process methodologies
• Derived Analyses: Notes, compilations, machine-learning outputs, cost estimates

Exclusions. Confidential Information does not include information that Recipient can document:

1. Was publicly available at the time of disclosure or becomes so through no breach of this NDA.
2. Was lawfully in Recipient’s possession prior to disclosure.
3. Is obtained from a third party having the right to disclose it.
4. Is independently developed by Recipient without using Discloser’s Confidential Information.

3. Recipient Obligations

1. Non-Disclosure. Keep all Confidential Information strictly confidential.
2. Limited Use. Use Confidential Information only to perform the Services (quoting, analysis, manufacturing, internal R&D, aggregated analytics).
3. Access Control. Limit disclosure to employees, contractors, or vendors on a “need-to-know” basis, all under confidentiality obligations at least as stringent as this NDA.
4. Safeguards. Implement industry-standard administrative, physical, and technical measures (encryption, access controls, secure storage) to protect Confidential Information.

4. Permitted Disclosures

Recipient may disclose Confidential Information if required by law or valid court order, provided Recipient (to the extent legally permitted):

• Gives Discloser prompt written notice, and
• Cooperates in any efforts to obtain a protective order or limit disclosure.

5. Term & Return of Materials

• Term. This NDA begins on the Effective Date and continues during the Parties’ relationship plus three (3) years thereafter.
• Return/Destruction. Upon Discloser’s written request or termination of Services, Recipient shall promptly return or securely destroy all Confidential Information and confirm destruction in writing, except as required by law for record-keeping.

6. Remedies

Recipient acknowledges that unauthorized use or disclosure could cause irreparable harm. Discloser is entitled to seek injunctive relief and any other available legal or equitable remedies, without posting bond or proof of actual damages.

7. No License Granted

Nothing in this NDA grants Recipient any license—express or implied—under any patent, trademark, copyright, or other intellectual property right of Discloser, except the limited usage rights stated herein.

8. Governing Law & Jurisdiction

This NDA is governed by the laws of the Province of Ontario and the federal laws of Canada. The Parties submit to the exclusive jurisdiction of the courts sitting in Toronto, Ontario.

9. Miscellaneous

• Severability. If any provision is found invalid, the remainder remains in full force.
• Entire Agreement. This NDA constitutes the entire agreement regarding Confidential Information and supersedes all prior discussions or agreements.
• Amendments. Any amendment must be in writing and signed by both Parties.
• No Waiver. Failure to enforce any right does not waive that right.