THIS CONFIDENTIALITY AND MUTUAL NON-DISCLOSURE AGREEMENT (THE “AGREEMENT”) IS ENTERED INTO BY AND BETWEEN:

CUSTOM ARMOR GROUP, a North Carolina company, having a mailing address of 4270 Piedmont Parkway #102, Greensboro, NC 27410, together with its affiliates and subsidiaries (hereinafter referred to as “CAG”); and any company or individual reviewing or accepting these terms electronically (hereinafter referred to as “The Company”).

For purposes of this Agreement, CAG and The Company are sometimes referred to herein individually as a “Party” or collectively as the “Party(s).”

1) Purpose

The purpose of this Agreement is to set forth the rights and obligations of the Parties concerning the use, handling, protection, and safeguarding of Proprietary Information (as defined hereinbelow) that is disclosed by either Party for any potential business dealings related to sales, representation, distribution, reselling, business development, and similar activities concerning body armor products. 

2) Definition of Proprietary Information

Proprietary Information includes all technical data, information, drawings, designs, formulas, licensing or royalty agreements, trade secrets, know-how, financial data (including audited and unaudited financial statements), tax returns, sales data, inventory data, business data such as pricing, labor rates, and any other information regardless of format. Verbal disclosures must be summarized and marked in writing within thirty (30) days to receive protection under this Agreement.

All Proprietary Information remains the exclusive property of the disclosing Party or its customers/partners. 

3) Limitations on Use and Disclosure of Proprietary Information

a) Used solely for the business purposes outlined above.

b) Not copied or reproduced except as necessary, and must be destroyed or
certified as destroyed if not retained.

c) May only be disclosed to personnel with a “need to know” and under obligation of confidentiality.

d) Exclusions apply if the information:

• Was public at the time of disclosure;
• Was already known to the receiving Party;
• Was lawfully obtained from another source;
• Was independently developed.

Disclosure required by law must be preceded by ten (10) business days' notice and cooperation with the disclosing Party. 

4) Warranty

Each Party warrants it has the right to disclose the information it shares. Parties indemnify each other from any claims related to improper disclosure by the other. No warranties are otherwise granted; reliance is at the recipient’s risk.

5) No License Granted

No license or right to use any intellectual property of the disclosing Party is granted under this Agreement. 

6) No Formal Business Obligations

This Agreement does not establish a partnership, joint venture, or obligation to do business beyond the handling of confidential information. 

7) Term

This Agreement is effective for two (2) years from the date of execution and survives termination of any relationship between the Parties as it relates to the original business purpose.

8) Notices

Notices under this Agreement may be directed to:

Custom Armor Group
4270 Piedmont Parkway #102
Greensboro, NC 27410
Phone: 336-617-4667
Email: sales@customarmorgroup.com
Contact: Todd Dix 

9) U.S. Laws and Regulations

All disclosures and actions must comply with applicable U.S. laws and regulations.

10) Export Compliance

Each Party agrees to comply with all applicable export laws including ITAR, EAR, and related U.S. regulations. No export of technical data is permitted without prior written consent and government authorization.

11) Applicable Law

This Agreement shall be governed by the laws of the State of North Carolina, including its Trade Secret Laws (N.C. Gen. Stat. §§ 66-152 et seq.).

12) Remedies

A breach of this Agreement may cause irreparable harm. The disclosing Party is entitled to seek injunctive relief and specific performance in addition to any legal remedies.

13) Assignment

No Party may assign its rights or obligations under this Agreement without prior written consent, except in the case of a business acquisition or merger.

14) Entire Understanding

This Agreement constitutes the complete understanding of the Parties concerning the protection of Proprietary Information and supersedes all prior agreements or communications on this subject.

15) Counterparts

This Agreement may be executed in counterparts or accepted electronically, which together will form a single binding agreement. 

AGREEMENT ACKNOWLEDGMENT

By checking the agreement box or continuing with the application process, the Company acknowledges it has read and accepted the terms of this Confidentiality and Mutual Non-Disclosure Agreement with Custom Armor Group. No physical signature is required.