Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement is entered into between Countwell, LLC, a Texas limited liability company, and the firm or agency identified on the account ("Counterparty"), effective on the date the account is created. Each party may disclose confidential information to the other in connection with traffic data processing services.

1. Confidential information

"Confidential Information" means non-public information disclosed by one party to the other, in any form, that is designated confidential or that a reasonable person would understand to be confidential. It expressly includes, without limitation: traffic video footage and derived data; the identity of Counterparty's clients and the existence and subject matter of their studies; study findings prior to public release; pricing and commercial terms; and Countwell's processing methods, software, workbook formats and quality-assurance procedures.

2. Obligations

The receiving party will: (a) use the disclosing party's Confidential Information only to perform or receive the services; (b) protect it with at least the degree of care it uses for its own confidential information, and no less than reasonable care; (c) disclose it only to employees and contractors who need it for that purpose and who are bound by confidentiality obligations at least as protective as these; and (d) not disclose it to any other third party without prior written consent.

3. Exclusions

These obligations do not apply to information that: is or becomes publicly available without breach of this agreement; was rightfully known to the receiving party without restriction before disclosure; is rightfully received from a third party without a duty of confidentiality; or is independently developed without use of the Confidential Information.

4. Compelled disclosure

If the receiving party is required by law, subpoena or court order to disclose Confidential Information, it may do so, provided it gives the disclosing party prompt written notice where legally permitted, discloses only what is required, and cooperates in any effort to seek protective treatment.

5. No license, no obligation to disclose

Nothing here grants any license or ownership in Confidential Information, which remains the property of the disclosing party. Neither party is obligated to disclose anything, or to enter into any further business relationship.

6. Term and return

This agreement applies to information disclosed while the account relationship continues, and confidentiality obligations survive for three years after the relationship ends — indefinitely for footage and for client identities. On written request, the receiving party will return or destroy Confidential Information in its possession, except for copies retained in routine backups or as required by law, and except that Countwell may retain footage and study data for the retention purposes described in the Terms of Service until deletion is requested.

7. Remedies

The parties agree that unauthorized disclosure may cause harm for which money damages are an inadequate remedy, and that the disclosing party may seek injunctive relief in addition to any other remedy available, without the necessity of posting bond.

8. General

This agreement is governed by Texas law, with venue in the courts serving Travis County, Texas. It may be executed electronically, including by acceptance during account creation, which the parties agree has the same effect as a manual signature. It may be amended only in writing signed by both parties. If any provision is unenforceable, the remainder stays in force.