Non-Disclosure Agreement

For and in consideration of Independent Contractor’s (“Contractor” or “Recipient”) access to, limited license to use, and receipt of information about Piggyback Cabling, LLC’s (“Piggyback”) business and PBC Partner Portal (the “Portal”), Recipient hereby executes and agrees to the terms and conditions of this Non-Disclosure Agreement (“Agreement”). It is understood and acknowledged that as a result of Contractor’s receiving access to, limited license to use, and information about the Portal, Contractor is being provided access to Piggyback’s Confidential Information (as defined below). Accordingly, Contractor hereby covenants and agrees to comply with the following terms and conditions.

1. For purposes of this Agreement, the term “Confidential Information” means all information or material which is proprietary to Piggyback, developed, or designed by Piggyback with regard to the Portal which is not generally known other than by Piggyback, and which the Recipient may obtain access to through log-in credentials granted by Piggyback. Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by Piggyback concerning Piggyback’s business, technology, automated quoting system and any third party with which Piggyback deals, including without limitation, the fact of, operation, development, design, and any subsequent update(s) to the Portal, business records, plans, trade secrets, technical data, product and software ideas, contracts, financial information, pricing structure, discounts, computer and software programs and listings, source code and/or object code, copyrights and intellectual property, sales leads, strategic alliances, partners, and customer and client lists.
2. Confidential Information does not include information which the Recipient is able to demonstrate (a) is or becomes available to the general public other than as a result of a disclosure by the Recipient; (b) is already in the possession of the Recipient and is not subject to an obligation of confidentiality (by agreement or otherwise); (c) becomes available to the Recipient on a non-confidential basis from a third person who has a right to make such disclosure; (d) is independently developed by Recipient without use of or reference to any Confidential Information of Piggyback; or (e) information disclosed by Recipient with the prior written consent of Piggyback.
3. Recipient acknowledges and understands the Confidential Information has been developed, designed or obtained by Piggyback by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special, and unique asset of Piggyback which provides Piggyback with a significant competitive advantage, and must be protected from improper disclosure. Thus, except as required by law (and subject to paragraph 4 below), Recipient agrees to hold the Confidential Information in confidence and not to disclose, publish or reveal any Confidential Information, including the fact of and/or the design and function of the Portal, to any person or entity. Recipient agrees to maintain all Confidential Information of Piggyback in trust and confidence, using procedures as effective as the procedures used to protect his/her/its own confidential information of like sensitivity, but in no event using less than a commercially reasonable standard of care. Under no circumstances shall Recipient divulge or share his/her/its log-in credentials to the Portal with any party or entity other than Recipient without the prior written consent of Piggyback.
4. In the event that Recipient is required by applicable law, regulation or other legal process to disclose any Confidential Information, Recipient will provide Piggyback with prompt notice of such requirement, unless prohibited by law, in order to enable it to seek, and will assist Piggyback in seeking (at Piggyback’s cost and expense), an appropriate protective order or other remedy to resist or narrow the scope of such request or legal process. If a protective order or other remedy is not obtained, Recipient may so disclose only that portion of the Confidential Information which he/she/it is advised by counsel is legally required. In any such event, Recipient will use reasonable efforts to ensure that all Confidential Information and other information that is so disclosed will be accorded confidential treatment.
5. Recipient and Piggyback acknowledge and agree that (a) Piggyback would be irreparably injured by a breach of this Agreement; (b) only the addition of injunctive relief and/or specific performance to any other available forms of relief would adequately protect Piggyback against an actual or threatened breach of this Agreement; and (c) a grant of equitable and injunctive relief to prevent the unauthorized use or disclosure of its Confidential Information would be an appropriate remedy for any breach of this Agreement. Further, in the event of a breach of this Agreement by Recipient, Recipient’s right to use the Portal shall be immediately terminated and unauthorized. Nothing in this paragraph 5 is a waiver of any other damages or remedies that may be available in law or equity.
6. No provision of this Agreement shall be deemed waived, amended, or modified, unless such waiver, amendment or modification is made, in writing, and signed by both Parties. No failure or delay by Piggyback in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege hereunder.
7. The title to all Confidential Information shall at all times be retained by Piggyback (and/or its affiliates or subsidiaries, as applicable). Upon request, the Recipient shall immediately destroy or surrender to Piggyback, at Piggyback’s discretion, all Confidential Information made available or supplied by Piggyback and all copies thereof, and shall provide Piggyback with written certification, that all such Confidential Information has been destroyed or surrendered, as directed by Piggyback. Notwithstanding the above, Piggyback acknowledges the difficulty and cost of destroying information contained electronically on routine data archives or back-up systems created in Recipient’s normal course of business and that for such electronic data archives or back-up systems, Recipient shall continue to maintain in confidence all Confidential Information pursuant to this Agreement until such electronic data archives or back-up systems are destroyed through Recipient’s normal course of business.
8. Recipient agrees to pay Piggyback a minimum ten percent (10%) margin on any bid awarded by and through the use of Piggyback’s Portal. A lower margin may be approved in the sole discretion of Ryan Moore on a case by case basis.
9. Recipient agrees to promptly forward to Ryan Moore all leads for prospective licensed users of the Portal.
10. Recipient understands and agrees that disclosure of any Confidential Information to any third party except as provided herein is strictly prohibited.
11. This Agreement shall be effective as of the date it is signed by all parties, and it will not expire for any Confidential Information. Contractor’s obligation not to disclose, publish, or reveal the Confidential Information at any time, except as herein specified, survives the termination, whether voluntarily or involuntarily, of Contractor’s engagement or business relationship with Piggyback.
12. This Agreement shall be construed in accordance with the laws of the State of Texas without regard to conflicts of law principles.
13. If any part or provision of this Agreement is determined to be invalid or unenforceable by any court or agency of competent jurisdiction, then that part or portion of the Agreement shall be limited or curtailed to the extent necessary to make such provision valid, and all other remaining terms and conditions of this Agreement shall remain in full force and effect.