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NDA

MUTUAL CONFIDENTIALITY AGREEMENT

This Mutual Confidentiality Agreement (the “Agreement”) is entered into as of the date of electronic acceptance (the “Effective Date”) by and between:

XPC, LLC (Xtreme Performance Chemicals, LLC) (“Company”), and

The accepting individual or entity identified through electronic submission (“Recipient”).

Company and Recipient may be referred to individually as a “Party” and collectively as the “Parties.”

1. Purpose

The Parties desire to engage in discussions and information exchange for the purpose of evaluating a possible business, technical, or commercial relationship, including review of technical data, field results, laboratory results, and performance information (the “Purpose”).

2. Definition of Confidential Information

“Confidential Information” means any information or data, whether oral, written, electronic, visual, or otherwise, disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) that is not generally known or publicly available, including but not limited to:

  • Technical data, test results, validation reports, and field performance information
  • Product concepts, formulations, processes, and applications
  • Business, commercial, pricing, marketing, and financial information
  • Trade secrets, know‑how, inventions, designs, and ideas
  • The existence and content of discussions between the Parties

3. Use Restriction

The Receiving Party shall use Confidential Information solely for the Purpose and for no other purpose

4. Confidentiality Obligations

The Receiving Party agrees to:

  • Hold all Confidential Information in strict confidence
  • Not disclose Confidential Information to any third party without prior written consent of the Disclosing Party
  • Protect Confidential Information using at least the same degree of care used to protect its own confidential information, but not less than reasonable care

5. Permitted Disclosures

Confidential Information may be disclosed only to employees, officers, directors, affiliates, or professional advisors of the Receiving Party who have a legitimate need to know for the Purpose, provided such persons are bound by confidentiality obligations no less restrictive than those contained herein. The Receiving Party remains responsible for any breach by such persons.

6. Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate:

  • Was lawfully known prior to disclosure
  • Is or becomes publicly available without breach of this Agreement
  • Is received from a third party with lawful disclosure rights
  • Is independently developed without reference to Confidential Information

7. Term

This Agreement shall remain in effect for three (3) years from the Effective Date. Confidentiality obligations relating to trade secrets shall survive for as long as such information remains a trade secret under applicable law.

8. Return or Destruction

Upon written request, the Receiving Party shall promptly return or destroy all Confidential Information, except for archival copies retained pursuant to legal or compliance requirements.

9. No License

No license or rights under any patent, copyright, trade secret, or other intellectual property are granted except the limited right to use Confidential Information for the Purpose.

10. No Warranty

All Confidential Information is provided “AS IS” without representation or warranty of accuracy or completeness.

11. Injunctive Relief

The Parties acknowledge that unauthorized disclosure may cause irreparable harm for which monetary damages are insufficient. The Disclosing Party shall be entitled to seek injunctive relief without the requirement of posting bond.

12. No Obligation to Proceed

Nothing in this Agreement obligates either Party to proceed with any transaction or relationship.

13. No Publicity

Neither Party shall disclose the existence or terms of this Agreement without prior written consent of the other Party.

14. Governing Law and Venue

This Agreement shall be governed by the laws of the State of Texas, without regard to conflict‑of‑law principles. Venue shall lie exclusively in state or federal courts located in Harris County, Texas.

15. Electronic Acceptance

Acceptance of this Agreement by electronic means (including checkbox acknowledgment and form submission) constitutes a legally binding agreement enforceable to the fullest extent permitted by law.

By selecting “I Agree,” the Receiving Party acknowledges that they have read, understood, and agree to be bound by this Mutual Confidentiality Agreement.