Mutual nondisclosure agreement

Version 1, October 2026

This Mutual Nondisclosure Agreement (the “Agreement”) is between StrategIQ IT (“StrategIQ”) and the company or person who accepts it, for example when booking a meeting (the “Client”). Each is a “Party.” It takes effect when the Client accepts it.

1. Purpose

The Parties may share information to evaluate the Client’s technology needs and a possible advisory or sourcing engagement (the “Purpose”).

2. Confidential information

“Confidential Information” means non-public information one Party (the “Discloser”) shares with the other (the “Recipient”) for the Purpose, in any form, that is marked confidential or that a reasonable person would understand to be confidential. This includes business plans, pricing, contracts, invoices, vendor proposals, technical environments and customer information.

3. Exclusions

Confidential Information does not include information that: (a) is or becomes public through no fault of the Recipient; (b) the Recipient already knew without a duty of confidentiality; (c) the Recipient receives from a third party without a duty of confidentiality; or (d) the Recipient develops independently without using the Discloser’s information.

4. Obligations

The Recipient will: use Confidential Information only for the Purpose; protect it with at least reasonable care; and share it only with its employees, contractors and advisors who need it for the Purpose and are bound by confidentiality duties at least as protective as these. With the Client’s knowledge, StrategIQ may share the Client’s requirements with technology providers being considered for the Client.

5. Required disclosure

If the law requires disclosure, the Recipient may disclose only what is required and, where legally allowed, will give the Discloser prompt notice first.

6. Return or destruction

On written request, the Recipient will return or destroy the Discloser’s Confidential Information, except copies kept in routine backups or as required by law, which remain subject to this Agreement.

7. Term

This Agreement covers information shared within one year of acceptance. Obligations for each item last two years from its disclosure.

8. No other obligations

Confidential Information is provided “as is.” This Agreement grants no license and does not require either Party to enter into any further agreement or transaction.

9. General

This Agreement is governed by the laws of the State of Illinois. A Party may seek injunctive relief for a breach. A signed engagement agreement between the Parties controls over this Agreement where they conflict. Changes must be in writing and agreed by both Parties.

Questions or a countersigned copy: [email protected].