Non-Disclosure Agreement (One-Way) Template

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Northwind Traders, Inc.

One-Way NDA

Effective March 1, 2025

One-Way Non-Disclosure Agreement

EffectiveMarch 1, 2025

Term2 years

Governing LawOregon

Discloser

Northwind Traders, Inc.

1200 Commerce Street, Portland, OR 97204

Recipient

Riley Park Consulting LLC

77 Pine Street, Seattle, WA 98101

This Non-Disclosure Agreement (the "Agreement") is entered into as of March 1, 2025 between Northwind Traders, Inc. ("Discloser") and Riley Park Consulting LLC ("Recipient").

1. Confidential Information

"Confidential Information" means non-public information disclosed by Discloser to Recipient that is identified as confidential or that should reasonably be understood to be confidential given its nature and the circumstances of disclosure.

2. Obligations

Recipient shall (a) hold Confidential Information in strict confidence, (b) use it solely for evaluation of a potential business relationship (the "Purpose"), (c) protect it with at least the same degree of care it uses to protect its own confidential information of like importance (and in no event less than reasonable care), and (d) not disclose it to anyone other than its employees, contractors, and professional advisors who need to know it for the Purpose and are bound by confidentiality obligations at least as protective as this Agreement, and Recipient is responsible for their compliance.

3. Exclusions

Recipient's obligations do not apply to information that is or becomes publicly available without breach of this Agreement, was lawfully known prior to disclosure, is received from a third party without confidentiality obligations, or is independently developed without use of Confidential Information.

4. Compelled Disclosure

If Recipient is required by law or legal process to disclose Confidential Information, Recipient shall give Discloser prompt written notice where legally permitted, cooperate with Discloser's reasonable efforts to limit the disclosure, and disclose only the portion legally required.

5. Term

Recipient's obligations continue for 2 years from the Effective Date and survive any termination of related discussions, except that for any Confidential Information that is a trade secret, they continue for as long as it remains a trade secret under applicable law.

6. Return of Information

Within 10 days after Discloser's written request, Recipient shall return or destroy Discloser's Confidential Information and confirm this in writing, except copies retained to comply with law or in routine backups, which remain subject to this Agreement.

7. No License

Nothing in this Agreement grants Recipient any rights in or to the Confidential Information except the limited right to use it for the Purpose.

8. Remedies

Unauthorized use or disclosure may cause Discloser irreparable harm for which money damages are inadequate, and Discloser may seek injunctive or other equitable relief in addition to any other remedy.

9. Protected Disclosures

Nothing in this Agreement prohibits Recipient from reporting possible violations of law to a government agency, from making disclosures protected by whistleblower laws, or from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Recipient has reason to believe is unlawful.

Notice under the Defend Trade Secrets Act (18 U.S.C. 1833(b)). An individual shall not 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. An individual who files a lawsuit for retaliation by an e

10. General

This Agreement is governed by the laws of the State of Oregon, without regard to conflict-of-laws rules. This Agreement is the entire agreement between the parties about its subject matter and supersedes all prior understandings. It may be amended only in a writing signed by both parties. If any provision is held unenforceable, the rest remains in effect. Neither party may assign this Agreement without the other's written consent, except to a successor to all or substantially all of its business. Notices must be in writing and sent to the addresses above. This Agreement may be signed electroni

The parties have signed this Agreement as of the Effective Date.

Discloser

Avery Lee

Chief Operating Officer, Northwind Traders, Inc.

Recipient

Riley Park

Managing Member, Riley Park Consulting LLC