Qixli NDA

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This Confidentiality and Non-Disclosure Agreement ("Agreement") is entered into as of the Effective Date above between:

Backwater Solutions Canada Inc. ("BWS")
and
("Recipient")

1. PURPOSE
   Recipient understands that BWS may disclose confidential and proprietary information relating to Qixli Alarm products, sales methods, dealer networks, customer lists, lead data, CRM systems, installation methods, pricing, marketing methods, business strategies, and technical information ("Confidential Information").
2. CONFIDENTIAL INFORMATION
   Confidential Information includes all information disclosed verbally, written, electronically, observed, or demonstrated, whether marked confidential or not.
3. OBLIGATIONS
   Recipient agrees to keep Confidential Information secret, use it only for BWS business purposes, not disclose it to third parties, and protect it with reasonable care.
4. NON-CIRCUMVENT
   Recipient agrees not to contact manufacturers directly, bypass BWS, purchase directly from suppliers, or assist others in doing so.
5. NON-COPYING
   Recipient agrees not to reverse engineer products, copy products, manufacture similar products, or assist others in manufacturing similar products.
6. NON-SOLICIT
   Recipient agrees not to solicit BWS customers, dealers, employees, or contractors for a period of two (2) years after termination.
7. EXCLUSIONS
   Information is not confidential if publicly available, already known, independently developed, or required by law.
8. RETURN OF INFORMATION
   Upon request, Recipient shall return or destroy all confidential materials and confirm in writing.
9. TERM
   This Agreement lasts five (5) years from disclosure. Trade secrets remain confidential indefinitely.
10. GOVERNING LAW
    This Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada.