LEADPOOL · legal
leadpool.com

Mutual Non-Disclosure and Confidentiality Agreement

Parties. This Mutual Non-Disclosure and Confidentiality Agreement ("Agreement") is entered into as of the Effective Date below, by and between:

  • Lead Pool LLC, a Colorado limited liability company ("Lead Pool"); and
  • ______________________________, a ______________________________ entity or individual ("Counterparty"),

each a "Party" and together the "Parties."

Effective Date: July 10, 2026

Purpose. The Parties wish to explore, evaluate, or carry out a potential or existing business relationship, which may include software access, integration, partnership, vendor, referral, or similar arrangement involving the Leadpool platform (the "Purpose"). In connection with the Purpose, each Party may disclose to the other certain non-public, proprietary, or confidential information. This Agreement governs the use and protection of that information.

1. Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by or on behalf of a Party ("Disclosing Party") to the other Party ("Receiving Party"), whether disclosed before, on, or after the Effective Date, in oral, written, electronic, visual, or other form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Without limiting the foregoing, Confidential Information includes, as applicable to each Party:

a. Lead Pool's Confidential Information, including the design, architecture, logic, scoring, and configuration of Lead Pool's lead-routing and distribution engine (including eligibility, matching, rotation, and metering logic); consent-capture, do-not-call ("DNC"), and compliance-gating methods and thresholds; pricing, cost, and margin data; pool, tenant, and buyer lists and relationships; source code, database schemas, and system architecture; audit-log formats and internal compliance workflows; product roadmaps; and business, marketing, and financial plans not otherwise public. b. Counterparty's Confidential Information, including Counterparty's business plans, customer and lead lists, pricing, financial information, technical systems, and any consumer or lead data Counterparty provides to or receives through the platform. c. Both Parties' Confidential Information, including the terms of this Agreement and of any related agreement between the Parties (except as needed to enforce those agreements or as required by law), and any consumer personal information disclosed in connection with the Purpose.

Confidential Information may be marked "Confidential" or similar, but the absence of a marking does not remove information from this definition where its confidential nature is reasonably apparent from context.

2. Exclusions

Confidential Information does not include information that the Receiving Party can show by written or other credible evidence:

a. was already lawfully known to, or in the possession of, the Receiving Party without restriction before disclosure by the Disclosing Party; b. is or becomes generally available to the public through no act or omission of the Receiving Party in breach of this Agreement; c. is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as shown by contemporaneous records; or d. is rightfully obtained by the Receiving Party from a third party who, to the Receiving Party's knowledge, is not under an obligation of confidentiality to the Disclosing Party with respect to that information.

Consumer personal information disclosed in connection with the Purpose (for example, lead data) is Confidential Information under Section 1(c) regardless of whether it would otherwise qualify as a trade secret, and the exclusions in this Section 2 do not diminish either Party's separate, independent obligations to that consumer under applicable privacy and telemarketing law or under the Platform Access Agreement, the Master Lead Purchase Terms, or the Privacy Policy, as applicable.

3. Obligations of the Receiving Party

The Receiving Party will:

a. use the Disclosing Party's Confidential Information solely to evaluate, negotiate, or perform the Purpose, and not for any other purpose, including not for competitive analysis, reverse engineering, or building a competing product or service; b. protect the Disclosing Party's Confidential Information using at least the same degree of care the Receiving Party uses to protect its own confidential information of similar sensitivity, and in no event less than a reasonable degree of care; c. not disclose Confidential Information to any third party, except to the Receiving Party's employees, contractors, and professional advisors who have a need to know it for the Purpose and who are bound by confidentiality obligations at least as protective as this Agreement; the Receiving Party remains responsible for any breach by those persons; d. not reverse engineer, decompile, disassemble, benchmark for competitive purposes, or otherwise attempt to derive the structure, logic, or operation of any software, algorithm, model, or system disclosed as or through Confidential Information, except to the extent applicable law prohibits this restriction; e. promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure of Confidential Information and reasonably cooperate to help the Disclosing Party regain possession and prevent further unauthorized use; and f. not use the Disclosing Party's Confidential Information to circumvent the Disclosing Party or to identify, solicit, or divert any tenant, pool, buyer, vendor, or business partner of the Disclosing Party whose identity or relationship was learned through Confidential Information, during the term of this Agreement and for 12 months after its termination. This clause restricts only the use of Confidential Information; it does not restrict relationships developed independently of it.

4. No License; No Transfer of Rights

Nothing in this Agreement grants the Receiving Party any license, ownership interest, or other right in or to the Disclosing Party's Confidential Information, intellectual property, or technology, whether by implication, estoppel, or otherwise, beyond the limited right to use Confidential Information for the Purpose. Each Party retains all right, title, and interest in its own Confidential Information, technology, and intellectual property, including Lead Pool's routing engine, methods, software, and data models.

5. Compelled Disclosure

If the Receiving Party is required by law, regulation, subpoena, or court or governmental order to disclose Confidential Information, the Receiving Party will, to the extent legally permitted, give the Disclosing Party prompt written notice before disclosure so the Disclosing Party may seek a protective order or other remedy, will disclose only the portion of Confidential Information legally required, and will reasonably cooperate, at the Disclosing Party's expense, with any effort to limit disclosure.

6. Defend Trade Secrets Act Notice

Pursuant to 18 U.S.C. § 1833(b), neither Party, nor any of its employees, contractors, or agents, will be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. This notice is provided for informational purposes and does not expand or restrict either Party's rights or obligations under this Agreement.

7. Term and Survival

This Agreement is effective as of the Effective Date and continues until terminated by either Party on 30 days' written notice to the other Party. Termination does not affect Confidential Information already disclosed.

The Receiving Party's confidentiality obligations under this Agreement survive termination for a period of 5 years from the date of disclosure of the applicable Confidential Information, except that obligations with respect to information that qualifies as a trade secret under applicable federal or state law survive for as long as that information remains a trade secret. Sections 4 (No License), 5 (Compelled Disclosure), 6 (DTSA Notice), 8 (Return or Destruction), 9 (No Warranty), 10 (Remedies), 11 (Relationship to Other Agreements), and 12 (General) survive termination of this Agreement.

8. Return or Destruction of Confidential Information

On the Disclosing Party's written request, or on termination of this Agreement if earlier, the Receiving Party will promptly return or, at the Disclosing Party's election, destroy all Confidential Information in tangible or electronic form in its possession or control, and certify destruction in writing if requested. The Receiving Party may retain: (a) a single archival copy solely to demonstrate compliance with this Agreement or as required by applicable law or bona fide, generally-applicable document-retention policy; and (b) copies stored in automated backup systems that are not readily accessible for general use and that are deleted in the ordinary course of the Receiving Party's backup rotation. Any Confidential Information retained under this Section remains subject to this Agreement's confidentiality obligations for as long as it is retained.

9. No Warranty

All Confidential Information is provided "AS IS." Neither Party makes any representation or warranty, express or implied, as to the accuracy or completeness of any Confidential Information it discloses. Nothing in this Agreement obligates either Party to disclose any particular information, to proceed with the Purpose, or to enter into any further agreement, and either Party may terminate discussions related to the Purpose at any time.

10. Remedies

Each Party acknowledges that unauthorized use or disclosure of the other Party's Confidential Information may cause irreparable harm for which monetary damages alone would be an inadequate remedy. Accordingly, in addition to any other remedy available at law or equity, the non-breaching Party is entitled to seek injunctive or other equitable relief to prevent or curtail any actual or threatened breach of this Agreement, without the requirement to post bond, to the extent permitted by applicable law. In any action to enforce this Agreement, the prevailing Party is entitled to recover its reasonable attorneys' fees and costs from the other Party, in addition to any other relief awarded.

11. Relationship to Other Agreements

This Agreement addresses confidentiality only. It does not, by itself, authorize either Party to contact any consumer, place any telemarketing call or text, purchase or sell Leads, or access the Leadpool platform. Where a Party has separately accepted Lead Pool's Platform Access Agreement, Master Lead Purchase Terms, or another agreement with Lead Pool that contains its own confidentiality provisions, the provision with the longer survival period or more protective obligation controls with respect to the same information, unless the later agreement expressly states it supersedes this Agreement.

12. General

Governing law; venue. This Agreement is governed by the laws of the State of Colorado, without regard to its conflict-of-laws principles. The state and federal courts located in Colorado have exclusive jurisdiction over any dispute arising out of or relating to this Agreement (except that either Party may seek injunctive relief in any court of competent jurisdiction), and each Party consents to personal jurisdiction and venue in those courts.

No assignment. Neither Party may assign this Agreement without the other Party's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all of its assets, provided the successor agrees in writing to be bound by this Agreement. Any other attempted assignment is void.

Entire agreement; amendment. This Agreement is the entire agreement between the Parties regarding its subject matter and supersedes any prior or contemporaneous understandings on that subject, except as provided in Section 11. It may be amended only by a signed writing (including acceptance through the Leadpool platform's click-through acceptance mechanism, where offered) executed by both Parties.

Severability. If any provision of this Agreement is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be reformed to the minimum extent necessary to make it enforceable while preserving its intent.

No waiver. A Party's failure to enforce any provision of this Agreement is not a waiver of that provision or of any other provision.

Independent parties. The Parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, franchise, or employment relationship between the Parties.

Counterparts; electronic signature. This Agreement may be executed in counterparts, including by electronic signature or through the Leadpool platform's acceptance mechanism, each of which is deemed an original and all of which together constitute one instrument.

Notices. Notices under this Agreement must be in writing and delivered to the address or email on file for each Party, or through the Leadpool platform's notice mechanism where applicable.

Signatures

Lead Pool LLC

By: _______________________ Name: ______________________________ Title: ______________________________ Date: July 10, 2026

______________________________

By: _______________________ Name: ______________________________ Title: ______________________________ Date: July 10, 2026

Note on standalone use vs. folding into the Platform Access Agreement

For tenants (agency owners and pool owners) who accept Lead Pool's Platform Access Agreement to use Leadpool, the owner should decide whether this document is:

  1. Signed standalone - useful for counterparties who are not platform tenants (vendors,

integration partners, prospective acquirers or investors in diligence, referral partners), where a full platform agreement is not otherwise being executed; or

  1. Folded into the Platform Access Agreement as its confidentiality section, for

tenants who are already accepting that agreement, to avoid two overlapping confidentiality regimes with potentially different terms, survival periods, and remedies governing the same relationship.

If folded in, the Platform Access Agreement's confidentiality section should carry forward at minimum: the definition of Confidential Information (Section 1 above, including the routing-engine and methods language), the standard exclusions (Section 2), the no-license and no-reverse-engineering provisions (Sections 3(d) and 4), the DTSA notice (Section 6), and a survival period consistent with the rest of this document.