Confidentiality Agreement

Last Updated: 01/30/2026

By accessing or reviewing any restricted LearnSync, Inc. (“LearnSync” or the “Company”) materials, you (“Recipient”) acknowledge and agree to the terms of this Confidentiality Agreement. If you do not agree to these terms, you should refrain from accessing or using confidential content.

1. Purpose

You are being granted access to certain non-public information for the purpose of evaluating a potential relationship with LearnSync, including but not limited to investment, employment, advisory engagement, partnership, beta participation, or commercial discussions (the “Purpose”).

2. Confidential Information

“Confidential Information” includes all non-public information disclosed or made available by LearnSync, whether visually, orally, electronically, or in writing, including but not limited to:

• Product concepts, platform architecture, and system designs

• AI models, learning graphs, algorithms, and data strategies

• Business plans, roadmaps, pricing, and go-to-market strategies

• Customer, partner, and investor information

• Security, compliance, governance, and risk documentation

• Financial information, forecasts, and metrics

• Source code, documentation, and internal processes

3. Exclusions

Confidential Information does not include information that You can demonstrate:

• Is or becomes publicly available through no breach of this Agreement

• Was lawfully known to You prior to disclosure

• Is independently developed without reference to LearnSync’s information

• Is lawfully received from a third party without confidentiality obligations

4. Your Obligations

You agree to:

1. Use Confidential Information solely for the stated Purpose

2. Maintain Confidential Information in strict confidence

3. Not disclose Confidential Information to any third party without LearnSync’s prior written consent

4. Protect Confidential Information with at least the same degree of care You use to protect Your own confidential information, and no less than reasonable care

5. Permitted Disclosure

You may disclose Confidential Information only to your employees, advisors, or representatives who have a legitimate need to know for the Purpose and who are bound by confidentiality obligations at least as protective as this Agreement.

You remain responsible for any breach by such parties.

6. Intellectual Property

All Confidential Information remains the exclusive property of LearnSync.
This Agreement does not grant You any license, ownership, or other rights to LearnSync’s intellectual property, except the limited right to evaluate the Purpose.

7. No Obligation

Nothing in this Agreement obligates either party to enter into any further agreement, transaction, or relationship.

8. Return or Destruction

Upon LearnSync’s request, You agree to promptly return or permanently destroy all Confidential Information in Your possession, including copies, summaries, or derivative materials.

9. Term

This Agreement begins upon Your acceptance and remains in effect for three (3) years.
Confidentiality obligations survive termination for five (5) years, or longer where required to protect trade secrets.

10. Injunctive Relief

You acknowledge that unauthorized use or disclosure of Confidential Information may cause irreparable harm to LearnSync. LearnSync is entitled to seek injunctive relief, in addition to any other remedies available at law or equity.

11. Governing Law

This Agreement is governed by the laws of the State of [Insert State], without regard to conflict-of-law principles.