Platform Confidentiality Agreement

1. Parties and purpose

This Platform Confidentiality Agreement (“Agreement”) is between Becchio Group LLC (“Becchio Group”) and the individual and organization accessing non-public Becchio Group or Vero systems (“Recipient”). Recipient may receive Confidential Information solely to evaluate, use, administer, or participate in an authorized Becchio Group service or Client engagement (“Purpose”).

If Recipient acts for an organization, both Recipient and the organization are responsible for compliance. A signed agreement with stronger confidentiality requirements remains effective.

2. Confidential Information

“Confidential Information” means non-public information disclosed or made accessible in any form that is marked confidential or that a reasonable person would understand is confidential given its nature and context. It includes:

• Client, prospect, partner, Guest, customer, account, user, financial, operating, pricing, revenue, attendance, research, and project information;
• Vero software, technical design, instructions, workflows, integrations, configurations, security controls, credentials, and technical documentation;
• Becchio Group methods, processes, frameworks, taxonomies, playbooks, implementation sequences, scoring logic, forecasts, recommendations, models, benchmarks, templates, and know-how;
• non-public reports, outputs, screenshots, recordings, tests, demonstrations, product plans, business plans, proposals, and contract terms;
• the fact, status, scope, or substance of a non-public Client engagement; and
• notes, extracts, summaries, analyses, copies, and derived materials containing or reflecting any of the above.

Confidential Information includes information owned by a Client or another party that Becchio Group is obligated to protect. Trade secrets remain Confidential Information even if individual elements are publicly known when their selection, arrangement, operation, or use is not.

3. Recipient duties

Recipient will:

• use Confidential Information only for the Purpose and within assigned access;
• protect it with at least reasonable care and no less care than Recipient uses for its own similar information;
• disclose it only to personnel who need it for the Purpose, are authorized, and are bound by duties at least as protective;
• follow required account, device, authentication, storage, transmission, and incident-reporting controls;
• not copy, download, export, photograph, record, publish, forward, or retain it except as authorized for the Purpose;
• not reverse engineer, derive, test, benchmark, train on, or use it to create or improve a competing product, model, service, process, or dataset;
• not remove confidentiality, copyright, trademark, audit, or ownership notices; and
• immediately notify security@becchiogroup.com of suspected loss, disclosure, misuse, or unauthorized access and cooperate with containment.

Recipient is responsible for a breach by a person to whom Recipient discloses Confidential Information.

4. Exclusions

Recipient may show with contemporaneous written records that specific information:

1. was lawfully known without confidentiality duty before disclosure;
2. became public through no breach by Recipient or anyone acting for Recipient;
3. was received lawfully from a third party without confidentiality duty; or
4. was independently developed without use of or reference to Confidential Information.

An exclusion applies only to the specific information proven, not to a non-public combination, method, relationship, or context.

5. Legally required disclosure

If law, regulation, subpoena, or court order requires disclosure, Recipient will, to the extent legally permitted, promptly notify Becchio Group, disclose only what counsel determines is required, and reasonably assist in seeking confidential treatment or a protective order. This section does not restrict a protected report to a government agency.

6. Return, deletion, and preservation

On request or when access ends, Recipient will stop using and promptly return or securely delete Confidential Information under Recipient's control, including local copies and credentials, and certify completion if requested. Routine backups may remain until overwritten if they are not restored or used except for disaster recovery and remain protected.

Recipient may retain one archival copy only when required by law or a documented retention duty. Any retained copy remains subject to this Agreement.

7. No license or commitment

Confidential Information remains the property of Becchio Group, the Client, or the applicable owner. No disclosure grants a patent, copyright, trademark, trade-secret, data, or other license except the narrow access right required for the Purpose. Becchio Group is not required by this Agreement to disclose information or enter another transaction.

8. Duration

This Agreement begins when Recipient affirmatively accepts it or first receives Confidential Information, whichever occurs first. Duties for trade secrets continue for as long as the information qualifies as a trade secret. Duties for other Confidential Information continue for five years after the later of disclosure or the end of Recipient's access, unless a signed agreement requires longer.

9. Remedies

Unauthorized access, use, or disclosure may cause irreparable harm for which monetary damages are inadequate. Becchio Group or the affected owner may seek immediate injunctive or equitable relief, in addition to damages and other available remedies, without limiting the dispute provisions in the Terms.

10. Protected disclosures and trade-secret immunity notice

Nothing in this Agreement prohibits reporting a suspected violation of law to a government official or attorney, cooperating with an investigation, or making another disclosure protected by law.

Under 18 U.S.C. § 1833(b), an individual is not criminally or civilly liable under federal or state trade-secret law for disclosing a trade secret in confidence to a federal, state, or local government official or to an attorney solely to report or investigate a suspected legal violation, or in a sealed court filing. An individual suing for retaliation may disclose a trade secret to the individual's attorney and use it in the proceeding if filings containing it are made under seal and disclosure occurs only as ordered by the court.

11. General

This Agreement, the Terms, incorporated policies, and any signed engagement agreement form the complete agreement about confidentiality in Becchio Group services. If a signed agreement is more protective, the more protective requirement applies. Invalid provisions will be narrowed to the minimum extent needed and the remainder stays effective.

Texas law and applicable federal law govern. Becchio Group may update this Agreement and require affirmative acceptance of a new version before further access.