Mutual Non-Disclosure Agreement (NDA)

This Mutual Non-Disclosure Agreement (“Agreement” or “MNDA”) is entered into by and between PropelRoot AI and the participating enterprise client, contractor, or business entity (“Company” or “Customer”). This Agreement protects confidential and proprietary information exchanged between the parties in connection with evaluating, deploying, or utilizing the PropelRoot AI Voice, SMS, and Omnichannel Automation Platform (the “Authorized Business Purpose”).

1. Definition of Confidential Information

1.1. Scope: “Confidential Information” means all non-public, confidential, or proprietary technical, commercial, financial, or operational information disclosed by either party (“Disclosing Party”) to the other party (“Receiving Party”), whether oral, visual, electronic, or in tangible writing.

1.2. Customer Confidential Information includes: Customer's homeowner databases, phone numbers, past customer reactivation lists, bidding structures, sales closing rates, job estimates, and CRM data.

1.3. PropelRoot AI Confidential Information includes: PropelRoot AI source code, proprietary Voice AI prompt engineering, deterministic FlashText trie structures, carrier integration blueprints, pricing schedules, and benchmark performance metrics.

2. Exclusions from Confidentiality

Confidential Information does not include information that:

• Is or becomes publicly known through no breach of this Agreement by Receiving Party;
• Was already in Receiving Party's lawful possession prior to disclosure without restriction;
• Is rightfully received from an independent third party without breach of confidentiality obligations; or
• Is independently developed by Receiving Party without reference to or use of Disclosing Party's Confidential Information.

3. Duty of Care and Non-Disclosure Obligations

3.1. Standard of Care: Receiving Party shall protect Disclosing Party's Confidential Information with the same degree of care it uses to protect its own confidential materials of similar nature, but in no event less than a reasonable standard of care.

3.2. Strict Limitation of Use: Receiving Party shall use Confidential Information solely and exclusively for the Authorized Business Purpose.

3.3. Need-to-Know Restriction: Receiving Party shall restrict disclosure of Confidential Information solely to its employees, officers, legal advisors, and authorized technical contractors who have a legitimate need-to-know and who are bound by confidentiality obligations at least as protective as this Agreement.

4. Permitted Compelled Disclosures

Receiving Party may disclose Confidential Information to the extent required by applicable law, court order, or telecommunications regulatory subpoena (e.g. TCR carrier audit or TCPA legal inquiry), provided that Receiving Party gives Disclosing Party prompt written notice (where legally permissible) to enable Disclosing Party to seek a protective order.

5. Term, Duration, and Survival

This Agreement governs disclosures made from the date of initial account creation or execution. The non-disclosure obligations shall survive for a period of two (2) years from the date of disclosure; provided, however, that with respect to information constituting a Trade Secret under the Defend Trade Secrets Act (DTSA) or applicable state law, such obligations shall survive indefinitely for as long as the information remains a trade secret.

6. Return or Certified Destruction of Materials

Upon written request of Disclosing Party or upon termination of the business relationship, Receiving Party shall promptly return or securely delete all tangible and electronic copies of Confidential Information, except for automated secure database backups which shall remain subject to the ongoing confidentiality terms of this Agreement until purged in accordance with standard retention cycles.

7. No Intellectual Property Transfer or Warranty

All Confidential Information remains the exclusive property of Disclosing Party. Nothing in this Agreement grants either party any license, patent, trademark, or copyright ownership in the other party's materials. All Confidential Information is provided “AS IS” without warranties of any kind.

8. Equitable Relief and Remedies

The parties acknowledge and agree that any unauthorized disclosure or use of Confidential Information would cause irreparable harm for which monetary damages alone would be inadequate. Accordingly, Disclosing Party shall be entitled to seek injunctive and equitable relief in any court of competent jurisdiction without the necessity of posting a bond.

9. Governing Law and Severability

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10. Inquiries and Formal Execution

This standard MNDA is automatically incorporated into PropelRoot AI client service agreements upon onboarding. To request a countersigned bilateral PDF execution copy for your legal department, contact:

Legal & Compliance Department
PropelRoot AI
Email: [email protected] / [email protected]
Corporate Address: 8 The Green, Ste B, Dover, DE 19901, United States