Mutual Confidentiality and Non-Disclosure Agreement

This Mutual Confidentiality and Non-Disclosure Agreement (the "Agreement") is dated as of ________, 2026 (the "Effective Date") and is between NuVu Technologies (together with its affiliates, successors and assigns, and including Leland's Seven Stewardship Principles and its Stewardship Nsites, Stewardship Nsites Connect, Personal Nsites and Seven Principles Academy elements, "NuVu"), and the recipient organization named below (the "Recipient" or "Receiving Party"), ______________, located and conducting business in the city of ____________ in the State of ____________ (together with its affiliates, successors and assigns).

WHEREAS, NuVu and Recipient each possess and will continue to possess certain information that has been created, discovered, developed or otherwise learned by it, or in which property rights have been assigned or otherwise conveyed to it, which information has commercial value in the business in which it is engaged and is treated by it as confidential and proprietary. For NuVu this expressly includes Leland's Seven Stewardship Principles program and its methodology, curriculum, assessments, scoring models, rubrics, workbooks, screens, data models, roadmaps and pricing; for Recipient this expressly includes its financial records, contribution and household data, personnel records, membership and engagement records, board materials and ministry plans. Confidential Information also includes, without limitation, processes, formulas, data, computer programs, software and documentation, know-how, improvements, discoveries, developments, designs, inventions, techniques, trademarks and service marks, strategies, new products or services, marketing plans, business plans, forecasts, projections, budgets, financial statements, accounting procedures, licenses, prices, costs, and past, present and future employee, member, donor, vendor and supplier lists, and any other information of a similar nature not available to the public, whether oral or written, in drawings or in machine-readable form, and whether or not expressly marked "Confidential" or "Proprietary" ("Confidential Information"); and

WHEREAS, in connection with the respective business of, and the negotiation, consummation and conduct of a potential business transaction or other arrangement between NuVu and Recipient, including any evaluation, pilot, demonstration or engagement of Leland's Seven Stewardship Principles (the "Arrangement"), NuVu and Recipient each have disclosed or may disclose certain Confidential Information to the other; and

WHEREAS, NuVu and Recipient each intend that any Confidential Information disclosed to the other be maintained by the other as confidential.

NOW, THEREFORE, in consideration of the premises and of other good and valuable consideration, the receipt of which is hereby acknowledged by the parties hereto, the parties hereto agree as follows:

1. 1. Permitted use

   NuVu and Recipient are each authorized to use the other's Confidential Information solely in connection with the Arrangement, and for no other purpose. Recipient data made visible within the Seven Stewardship Principles program, including church financial records and any individually consented personal financial information, is used only to deliver the Arrangement.

2. 2. Confidentiality and need-to-know disclosure

   Each party will keep in strictest confidence and trust all Confidential Information of the other party that is disclosed or provided to it, and will not use or disclose any such Confidential Information to third parties without the written consent of the other party. Disclosure within a party's own organization is limited to a need-to-know basis as necessary in the ordinary course of performing contractual duties or conducting the Arrangement. Each party will take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, to prevent disclosure of or access to the Confidential Information. A party may make disclosures to its Representatives so long as that party is responsible for any breach by such Representatives and directs them not to disclose Confidential Information for any purpose other than evaluating the Arrangement. "Representatives" means a party's directors, officers, managers, employees, representatives and agents, including attorneys, accountants and prospective financing sources. The existence of this Agreement and the Arrangement, including the names of the parties, shall be treated as Confidential Information.

3. 3. Exclusions and required disclosure

   The term "Confidential Information" does not include information that is (a) already lawfully known by the receiving party prior to disclosure by the disclosing party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained by the receiving party from a third party not under any obligation of confidentiality to the disclosing party. If the receiving party is required to disclose Confidential Information in response to a valid court order or subpoena, it may do so without liability, provided that it discloses only the portion required and, before disclosing, gives written notice to the other party as promptly as practicable and makes reasonable efforts to cooperate should the disclosing party seek a protective order.

4. 4. No rights granted

   Neither party obtains any rights in the other's Confidential Information as a result of disclosure; all such information remains the sole and exclusive property of the disclosing party. No express or implied right or license is granted to any patents, copyrights, trademarks or trade secrets, including the Seven Stewardship Principles methodology, curriculum and platform materials. Except as expressly authorized, neither party shall use, display, copy, disclose, transmit, reverse engineer, disassemble, decompile, translate, modify, or create derivative works from all or any part of the other's Confidential Information.

5. 5. No representation or obligation to proceed

   Neither disclosing party nor its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information, and no such person shall have liability arising out of its accuracy or completeness. This Agreement creates no obligation to disclose information, to negotiate or consummate an Arrangement, to continue discussions, or to refrain from similar discussions with third parties.

6. 6. Non-circumvention

   Neither party shall, without the prior written consent of the disclosing party, (i) attempt to deal directly or indirectly with contact persons, individuals or companies related to the disclosing party in order to derive benefit from the disclosing party's business, or (ii) by-pass, compete with, avoid or circumvent the disclosing party relative to the potential transaction, including by using or otherwise exploiting the Confidential Information.

7. 7. Return or destruction of materials

   Upon completion of the business relationship, or if negotiations terminate without a transaction, each party will promptly deliver to the other or destroy all data, memoranda, notes, disks, programs, forms, papers and reproductions containing the other party's Confidential Information then in its possession or control, retaining no copies, notes or abstracts. Each party shall confirm such delivery or destruction in writing.

8. 8. Equitable relief

   Each party acknowledges that in the event of its breach, the extent of damage to the other party would be difficult or impossible to ascertain and there would be no adequate remedy at law. Accordingly, the non-breaching party shall be entitled to enforce this Agreement by injunctive or other equitable relief, in addition to damages or other relief to which it may be entitled, without securing or posting any bond.

9. 9. Binding effect and assignment

   The obligations herein bind and benefit the parties. This Agreement is personal in nature, and neither party may assign or transfer it by operation of law or otherwise without the prior written consent of the other party, which shall not be unreasonably withheld. Upon an approved transfer, the obligations extend to and bind the parties' respective successors, assigns and designees.

10. 10. Severability

    If any portion of this Agreement is determined to be invalid or unenforceable, the remainder shall be enforceable to the maximum extent possible.

11. 11. Entire agreement

    This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous written or oral agreements with respect to that subject matter. Any other agreements, understandings or representations shall not be binding except to the extent set forth herein or subsequently agreed in writing and signed by the parties.

12. 12. Counterparts and electronic delivery

    This Agreement may be executed in any number of counterparts, each deemed an original, all of which together constitute one instrument. Delivery of a signature by facsimile, by e-mail in portable document format (.PDF), or other electronic transmission constitutes execution and is binding in the same manner as an originally signed copy.

13. 13. Governing law and venue

    This Agreement shall be governed by and interpreted under the laws of the State of Georgia, without regard to conflicts of laws principles. The parties agree to the exclusive jurisdiction and venue of the federal and state courts located in the State of Georgia for any dispute related to this Agreement or its enforcement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement, intending the same to take effect as a sealed instrument, as of the date first set forth above.