Employee/Contractor Confidentiality & Non-Disclosure Terms

Effective Date: March 14, 2026

These Confidentiality and Non-Disclosure Terms ("NDA Terms") apply to any employee, contractor, consultant, temporary worker, or agent ("Recipient") granted access to Black Coral Aquatics, LLC ("BCA") systems, records, or confidential information.

1. Confidential Information

"Confidential Information" includes all non-public information relating to BCA operations, financials, customers, suppliers, pricing, estimates, designs, technical data, workflows, credentials, records, and trade secrets, whether written, oral, visual, or digital.

2. Use and Non-Disclosure

Recipient shall use Confidential Information solely for authorized BCA work and shall not disclose it to any third party except with prior written authorization from BCA or as legally required.

3. Safeguards

Recipient shall protect Confidential Information using reasonable and appropriate safeguards, including secure passwords, device protections, and least-privilege handling practices.

4. Return or Destruction

Upon request or termination of relationship with BCA, Recipient shall promptly return or securely destroy Confidential Information in Recipient's possession or control, including copies and extracts.

5. No License or Ownership Transfer

No intellectual property license or ownership right is granted except limited access required to perform authorized work.

6. Injunctive Relief

Recipient acknowledges that unauthorized disclosure may cause irreparable harm. BCA may seek injunctive or equitable relief, in addition to other legal remedies, without posting bond where permitted by law.

7. Survival

These confidentiality obligations survive termination of employment or engagement and remain in effect until information lawfully becomes public through no fault of Recipient.

8. Governing Law and Venue

These NDA Terms are governed by Oregon law, with exclusive venue in courts of competent jurisdiction in Oregon.