1. Parties

This Non-Disclosure Agreement ("Agreement") is entered into between Walker & Daye Consulting LLC ("Company") and the undersigned individual or entity ("Recipient"), effective as of the date of electronic signature below.

2. Purpose

The Company provides facility condition assessment, capital planning, and asset management services. In the course of this engagement, Recipient may be granted access to the Company's proprietary platform, data, reports, and related materials. This Agreement governs the protection of all such information.

3. Definition of Confidential Information

"Confidential Information" means all information disclosed by or on behalf of the Company, whether orally, visually, electronically, or in writing, including but not limited to:

• Facility condition assessment data, reports, scores, and recommendations
• EFCI (Estimated Facility Condition Index) ratings and calculations
• Building system inventories, asset hierarchies, and equipment details
• Capital budget projections, cost estimates, and financial models
• Photographs, videos, audio recordings, and field survey data
• Floor plans, mechanical drawings, and site documentation
• Building security vulnerabilities, structural deficiencies, and safety concerns
• Personnel information, tenant data, and occupancy records
• Proprietary software, algorithms, methodologies, and scoring systems
• Client lists, contract terms, and business strategies
• Any information marked or reasonably understood to be confidential

4. Obligations of Recipient

Recipient agrees to:

1. Maintain Strict Confidence. Recipient shall hold all Confidential Information in strict confidence and shall not disclose, publish, distribute, or disseminate any Confidential Information to any third party without the prior written consent of the Company.
2. Limit Use. Recipient shall use Confidential Information solely for the purpose of the business relationship with the Company and for no other purpose whatsoever.
3. Prevent Unauthorized Access. Recipient shall take all reasonable measures to protect Confidential Information from unauthorized access, use, or disclosure, using at minimum the same degree of care Recipient uses to protect its own confidential information.
4. No Copying or Reproduction. Recipient shall not copy, reproduce, screenshot, photograph, record, or duplicate any Confidential Information except as expressly authorized by the Company in writing.
5. No Reverse Engineering. Recipient shall not reverse engineer, decompile, or attempt to derive the methods, algorithms, or processes underlying any Company technology or assessment methodology.
6. Report Breaches. Recipient shall immediately notify the Company of any unauthorized access, use, or disclosure of Confidential Information.

5. Permitted Disclosures

Recipient may disclose Confidential Information only to employees, agents, or contractors who (a) have a legitimate need to know, (b) are bound by confidentiality obligations at least as restrictive as those in this Agreement, and (c) have been approved in writing by the Company. Recipient remains responsible for any breach by such persons.

6. Exclusions

This Agreement does not apply to information that: (a) is or becomes publicly available through no fault of the Recipient; (b) was in Recipient's possession prior to disclosure without restriction; (c) is independently developed by Recipient without use of Confidential Information; or (d) is required to be disclosed by law, provided Recipient gives the Company prompt written notice and cooperates in seeking protective measures.

7. Duration

The obligations under this Agreement shall remain in effect for a period of five (5) years from the date of last disclosure of Confidential Information. For trade secrets, obligations shall continue for as long as the information remains a trade secret under applicable law.

8. Return or Destruction

Upon termination of the business relationship or upon written request by the Company, Recipient shall promptly return or destroy all Confidential Information in any form, including all copies, notes, and derivatives, and shall certify such return or destruction in writing.

9. Remedies

Recipient acknowledges that any breach of this Agreement may cause irreparable harm to the Company for which monetary damages would be inadequate. Accordingly, the Company shall be entitled to seek injunctive and equitable relief in addition to any other remedies available at law, without the requirement of posting a bond.

10. Limitation of Liability

All facility condition assessments, reports, and recommendations are provided for informational and planning purposes only. They do not constitute engineering certifications, structural guarantees, or warranties of building condition. The Company shall not be liable for decisions made by any party based on assessment data. Independent professional evaluation is recommended before undertaking any capital expenditure based on Company reports.

11. Data Security

Recipient shall not store Confidential Information on unsecured devices, transmit it over unencrypted channels, or access the platform from public or shared computers without appropriate security measures. Recipient is responsible for maintaining the security of their login credentials.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles. Any dispute shall be subject to the exclusive jurisdiction of the courts located in San Luis Obispo County, California.

13. Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.

14. Entire Agreement

This Agreement constitutes the entire understanding between the parties regarding confidentiality and supersedes all prior agreements, understandings, and communications on this subject. No modification shall be effective unless in writing and signed by both parties.