NDA For Job Applicants November 2025

This Confidentiality Agreement ("Agreement") is entered into between HighLevel Inc., a Delaware corporation ("Company") and the individual accepting this Agreement ("Candidate").

1. Purpose and Consideration

This Agreement covers confidential information shared during the recruitment and interview process. Candidate's participation in Company's recruitment process and potential employment opportunity constitute valuable consideration for this Agreement.

2. Confidential Information

Definition: "Confidential Information" means any proprietary information disclosed by Company to Candidate which relates to Company's business (including without limitation, business plans, financial data, customer information, marketing plans, performance metrics, strategic initiatives, etc.), trade secrets, technology (including without limitation, technical drawings, designs, schematics, algorithms, technical data, product plans, research plans, software, etc.), products, services, know-how, formulas, processes, ideas, and inventions (whether or not patentable) and which should be reasonably understood by Candidate as the confidential or proprietary information of Company.

Exclusions: Confidential Information shall not include any information that Candidate can document: (i) is or falls into the public domain without fault of Candidate; (ii) Candidate can show by written documentation was in its possession without any obligation of confidentiality prior to receipt thereof from Company; or (iii) is obtained by Candidate from a third party without any obligation of confidentiality to Company.

3. Confidentiality Obligations

Confidential Information of Company shall be used by Candidate solely for the purpose of evaluating employment opportunities with Company and shall not be used for any other purpose. Candidate shall hold Company's Confidential Information in strictest confidence and shall not use or disclose Company's Confidential Information without the prior written consent of Company, which consent may be withheld at Company's sole discretion. Candidate shall take all reasonable measures to protect the Confidential Information of Company from falling into the public domain or the possession of persons other than those persons authorized to have any such Confidential Information, which measures shall include the highest degree of care that Candidate utilizes to protect its own information of a similar nature, but in no event less than a reasonable degree of care.

4. Required Legal Disclosures

Nothing in this Agreement shall prohibit Candidate from disclosing Confidential Information of Company if legally required to do so by judicial or governmental order or in a judicial or governmental proceeding ("Required Disclosure"); provided that Candidate shall (i) give Company prompt notice of such Required Disclosure prior to disclosure; (ii) cooperate with Company in the event that it elects to contest such disclosure or seek a protective order with respect thereto, and/or (iii) in any event only disclose the exact Confidential Information, or portion thereof, specifically requested by the Required Disclosure.

5. WHISTLEBLOWER IMMUNITY NOTICE (Required by US Federal Law)

IMMUNITY UNDER THE DEFEND TRADE SECRETS ACT: An individual will 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 (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) 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.

6. General Provisions

Ownership: All Confidential Information of Company is and shall remain the property of Company. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise to any Confidential Information of Company.

No Warranties: ALL CONFIDENTIAL INFORMATION FURNISHED UNDER THIS AGREEMENT IS PROVIDED BY COMPANY "AS IS, WITH ALL FAULTS." COMPANY DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, PERFORMANCE, MERCHANTABILITY, FITNESS FOR USE, NONINFRINGEMENT OR OTHER ATTRIBUTES OF ITS CONFIDENTIAL INFORMATION.

Return of Information: Immediately upon (i) Company's decision not to proceed with employment, or (ii) request by Company at any time, Candidate shall return to Company all copies or extracts of Company's Confidential Information, in any medium, or certify in writing the destruction of the same to Company.

No Assignment: Candidate shall not assign or transfer this Agreement or any rights hereunder without the prior written consent of Company.

No Obligation to Disclose: Nothing in this Agreement shall be construed to require Company to disclose any Confidential Information to Candidate or to proceed with employment.

Independent Relationship: The parties are independent contractors. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship.

7. Governing Law and Jurisdiction

US/International Candidates: This Agreement shall be governed by Texas law. Exclusive jurisdiction in Dallas County, Texas courts.
India Candidates: Jurisdiction in courts of competent jurisdiction in India, with Texas law governing substantive rights to the extent permissible under Indian law.

If any legal action or proceeding is commenced in connection with any dispute arising under this Agreement, the prevailing party shall be entitled to recover its attorneys' fees and costs.

8. Remedies

Candidate acknowledges and agrees that due to the unique nature of Company's Confidential Information, there can be no adequate remedy at law for any breach of obligations hereunder, that any such breach may result in irreparable harm to Company and, therefore, that upon any such breach or threat thereof, Company shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law. Candidate will notify Company in writing immediately upon the occurrence of any unauthorized release or breach.

9. Electronic Acceptance and Miscellaneous

By clicking "I Accept" or otherwise indicating acceptance, Candidate acknowledges reading, understanding, and agreeing to be bound by this Agreement. This electronic acceptance has the same legal effect as a written signature.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement signed by both parties. If any provision shall be held illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Duration: This Agreement remains in effect indefinitely until terminated by Company in writing.