Confidentiality Agreement

This Confidentiality Agreement (this "Agreement") is entered into between Rustlabs LLC, a New York limited liability company, with notice email bz@rustlabs.ai (the "Company"), and the undersigned independent contractor (the "Recipient"), effective as of the date of the Recipient's signature below (the "Effective Date"). The Company intends to provide certain confidential information — its own and that of its customers (each a "Client") — to the Recipient in connection with the Recipient's performance of, or evaluation of an opportunity to perform, services for the Company (the "Purpose"). In consideration of receiving such Confidential Information and of the opportunity to perform services, the Recipient agrees:

"Confidential Information" means any information or data of the Company or of any Client disclosed to or obtained by the Recipient in connection with the Purpose, before or after the Effective Date, in any form (oral, written, electronic, or by inspection of tangible objects), that is either identified as confidential or that a reasonable person would understand to be confidential from its nature and the circumstances of disclosure. Confidential Information includes, without limitation: the identity of Clients and their customers; the existence and terms of any project or engagement; project specifications, guidelines, taxonomies, and task categories; canaries, evaluation prompts, model and gate configurations, pass-rate bands, and acceptance criteria; platform access, workflows, and tooling; reviewer feedback and acceptance results; datasets and task content (including the Recipient's own submissions); quality-control, operational, and pricing methods; business plans, technical data, financial information, and customer lists; and third-party information in the Company's possession that is disclosed under this Agreement. Confidential Information of a Client is Confidential Information under this Agreement to the same extent as the Company's own.

1. Non-disclosure. The Recipient will keep all Confidential Information strictly confidential and will not, without the Company's prior written consent, disclose or permit disclosure of any Confidential Information to any third party.
2. Limited use. The Recipient will use Confidential Information solely for the Purpose and for no other purpose. Without limiting the foregoing, the Recipient will not use Confidential Information to create tasks, datasets, or work product for any other company or platform, and will not disclose project methods, specifications, or task content to any other data-annotation or AI-data company.
3. Care. The Recipient will take reasonable steps to protect the confidentiality of the Confidential Information, at least equivalent to the care the Recipient uses for the Recipient's own confidential information and in no event less than a reasonable standard of care.
4. No public or third-party systems. The Recipient will not input, upload, or paste Confidential Information into any public repository, public website, or third-party AI system not approved in writing for the applicable project.
5. Notice of incidents. The Recipient will notify the Company promptly of any loss or unauthorized use or disclosure, or suspected loss or unauthorized use or disclosure, of Confidential Information.

The obligations in Section 2 do not apply to information that the Recipient can establish: (a) was publicly known or generally available without a duty of confidentiality before disclosure; (b) becomes publicly known or generally available after disclosure through no act or omission of the Recipient; (c) was rightfully known to the Recipient without confidentiality obligation before disclosure; or (d) is independently developed by the Recipient without use of or reference to Confidential Information.

If the Recipient is required by law, regulation, or court order to disclose any Confidential Information, the Recipient will, to the extent legally permitted, promptly notify the Company in writing before disclosure, reasonably cooperate with the Company in seeking a protective order or other remedy, and disclose only the portion legally required, which otherwise remains Confidential Information.

ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ACCURACY, COMPLETENESS, PERFORMANCE, OR NON-INFRINGEMENT.

All Confidential Information remains the exclusive property of the Company or the applicable Client. Nothing in this Agreement grants the Recipient any rights, by license or otherwise, to any intellectual property of the Company or any Client, except the limited right to use Confidential Information solely for the Purpose.

This Agreement is effective on the Effective Date and continues until terminated by either party on thirty (30) days' written notice (email sufficient). The Recipient's obligations for Confidential Information disclosed before termination survive for five (5) years from the date of each disclosure, except that Confidential Information qualifying as a trade secret remains protected for as long as it qualifies as a trade secret under applicable law.

Upon the Company's written request, or when the Recipient's engagement with the Company ends, the Recipient will promptly return or destroy (and, on request, certify destruction of) all materials containing Confidential Information, including all copies, notes, and summaries, except archival copies retained solely as required by law, which remain subject to this Agreement.

Each Client whose Confidential Information the Recipient receives is an intended third-party beneficiary of this Agreement and may enforce it directly against the Recipient.

The Recipient acknowledges that any breach of this Agreement may cause the Company and its Clients irreparable harm for which monetary damages are inadequate, and that the Company (and any affected Client, as third-party beneficiary) is entitled to seek injunctive and other equitable relief in addition to all other remedies, without posting a bond. The Recipient is liable for the damages the Recipient's breach causes the Company, including losses the Company suffers under its Client engagements (such as Client claims, refunds, credits, or termination of a Client engagement) to the extent caused by the breach. If the Company prevails in an action or proceeding to enforce this Agreement, the Recipient will reimburse the Company's reasonable attorneys' fees and costs of enforcement. All rights and remedies are cumulative, and the Company may pursue any breach to the fullest extent permitted by law, including reporting suspected unlawful conduct to law enforcement or regulators. The Recipient consents to the recognition and enforcement of any judgment or arbitral award obtained under this Agreement in the courts of any jurisdiction where the Recipient resides, does business, or holds assets — including under the 1958 Convention on the Recognition and Enforcement of Foreign Arbitral Awards — and, to the extent permitted by law, waives any objection to such recognition or enforcement.

Nothing in this Agreement prohibits lawful whistleblowing. Under the Defend Trade Secrets Act of 2016, an individual is not criminally or civilly liable under trade secret law for disclosing a trade secret (i) in confidence to a government official or attorney solely to report or investigate a suspected violation of law, or (ii) in a sealed court filing. Nothing in this Agreement prevents a good-faith report to a government agency or disclosure of conduct the Recipient reasonably believes to be unlawful.

This Agreement is governed by the laws of the State of New York, without regard to conflict-of-laws rules. Any dispute arising out of or relating to this Agreement will be resolved as provided in Section 14 (Governing Law; Arbitration; Class Waiver) of the Company's Expert Contributor Agreement, which is incorporated into this Agreement by reference and applies as if references to the "Contributor" were references to the Recipient, whether or not the Recipient has also signed that agreement; provided that if the Expert Contributor Agreement has never been presented to the Recipient, any such dispute will instead be resolved exclusively in the state and federal courts located in Suffolk County, New York, and the parties consent to the exclusive jurisdiction and venue of those courts. Nothing in this Section limits the Company's or any Client's right to seek equitable relief as provided in Section 10.

This Agreement is personal to the Recipient and may not be assigned without the Company's prior written consent; it binds the Recipient's heirs, successors, and permitted assigns, and the Company may assign it to an affiliate or successor. If any provision is held unenforceable or invalid in any jurisdiction, it will be reformed and interpreted so as best to accomplish its objectives within the limits of applicable law and enforced to the maximum extent permissible there; unenforceability in one jurisdiction does not affect enforceability in any other, and the remainder stays in effect. Failure to enforce a provision is not a waiver of it. This Agreement is executed in English; the Recipient confirms the Recipient reads English and has read and understood it, and the English text controls. This Agreement is the entire agreement of the parties regarding confidentiality for the Purpose and supersedes prior discussions on that subject; it operates alongside the Company's Expert Contributor Agreement, if also signed by the Recipient, and the more protective provision governs any overlap. No amendment is effective unless in a writing (electronic acceptance sufficient) presented by the Company and accepted by the Recipient. Notices must be in writing and are effective on delivery: to the Company at bz@rustlabs.ai (or another notice address the Company designates in writing); to the Recipient at the email associated with the Recipient's platform account or later updated in writing.

This Agreement is executed electronically through the Company's expert platform. The Recipient signs by typing the Recipient's full legal name and giving affirmative consent on the platform's signing page; the Company countersigns electronically through the same system, by its signatory below. The platform records the date and time of signature, the exact document text and version signed, and a cryptographic fingerprint of that text, and makes a countersigned PDF copy of this Agreement available to the Recipient for download. Each party agrees that an electronic signature under this Agreement is binding to the same extent as an ink signature.

For Rustlabs LLC: Brian Zarnitz, CEO & Co-Founder.

Recipient: the individual identified in the signature record accompanying this document.