Partner Confidentiality Agreement

Version: 2026-08-04-v2

Effective date: The date and time the Recipient accepts this Agreement electronically.

This Agreement is between:

AI Diagnostic Systems Ltd, company number NI739656, trading as helpmypc.ai (the “Discloser”); and

the business, sole trader or organisation identified in the partner application (the “Recipient”).

The individual accepting this Agreement confirms that they are authorised to accept it on behalf of the Recipient. If the applicant is a sole trader, that individual is the Recipient.

1. Purpose

The Discloser may provide the Recipient with confidential information so that the Recipient can evaluate, apply for, prepare for or participate in the helpmypc.ai computer-repair partner programme and pilot (the “Purpose”).

In consideration of the Discloser allowing the Recipient to evaluate or participate in the partner programme and receive access to Confidential Information, the Recipient agrees to the terms below.

2. Confidential Information

“Confidential Information” means any non-public information disclosed or made available by or on behalf of the Discloser in connection with the Purpose, whether disclosed before or after acceptance of this Agreement and whether provided verbally, visually, electronically, in writing, through a demonstration or through the partner portal.

Confidential Information includes, without limitation:

• the helpmypc.ai business model, partner model and marketplace plans;
• non-public pricing, fees, commercial terms, forecasts and financial information;
• partner workflows, repair-lead processes, service-area arrangements and operating methods;
• technical architecture, software, source code, prompts, AI configuration, retrieval systems, internal documentation and security information;
• product plans, designs, prototypes, screenshots, demonstrations, roadmaps and unreleased features;
• customer-acquisition, marketing, rollout and business-development plans;
• pilot results, performance information, conversion information and other non-public data;
• customer, partner and prospective-partner information;
• trade secrets, know-how, methods and other information that is marked confidential or that a reasonable business person would understand to be confidential from its nature or the circumstances of disclosure.

Information does not need to be marked “confidential” to be protected where it would reasonably be understood to be confidential.

3. Recipient obligations

The Recipient must:

1. keep the Confidential Information confidential and protect it using at least reasonable care;
2. use the Confidential Information only for the Purpose;
3. not disclose Confidential Information to any person except as permitted by this Agreement;
4. not copy, reproduce, scrape, analyse or retain Confidential Information except where reasonably necessary for the Purpose, and not reverse engineer any non-public software, system or technical material except to the extent such a restriction is prohibited by law;
5. not use Confidential Information to develop, copy, assist or improve a competing product, service, workflow or commercial offering. Nothing in this Agreement prevents the Recipient from carrying on its ordinary business or independently developing a product or service without using the Confidential Information;
6. promptly notify the Discloser if the Recipient becomes aware of any loss, unauthorised access, use or disclosure of Confidential Information; and
7. comply with any reasonable security instructions given by the Discloser concerning Confidential Information.

4. Permitted disclosure

The Recipient may disclose Confidential Information only to its employees, directors, contractors or professional advisers who:

• genuinely need the information for the Purpose; and
• are subject to confidentiality obligations at least as protective as this Agreement.

The Recipient remains responsible for their use and disclosure of the Confidential Information.

5. Excluded information

This Agreement does not apply to information that the Recipient can demonstrate:

1. was publicly available when disclosed;
2. later became publicly available other than through a breach of this Agreement;
3. was already lawfully known to the Recipient without a duty of confidentiality;
4. was lawfully received from a third party without a duty of confidentiality; or
5. was independently developed without using or referring to the Confidential Information.

A combination of information is not excluded merely because individual parts of it are publicly available.

6. Required disclosure and protected reporting

The Recipient may disclose Confidential Information where required by law, a court or a competent regulator.

Where legally permitted, the Recipient must give the Discloser prompt notice before disclosure and disclose only the minimum information legally required.

Nothing in this Agreement prevents any person from:

• reporting suspected crime or unlawful conduct to the police or an appropriate regulator;
• complying with a legal or regulatory obligation;
• obtaining confidential legal, tax or professional advice; or
• making any disclosure that cannot lawfully be restricted.

7. Ownership and no licence

All Confidential Information and all intellectual-property rights in it remain the property of the Discloser or its licensors.

No intellectual-property right, licence, ownership interest, partnership, agency, franchise or exclusivity is granted by this Agreement except the limited right to use Confidential Information for the Purpose.

The Discloser is not required to disclose any information, approve an application or enter into any further agreement.

8. Accuracy and decisions

Confidential Information is provided for evaluation and participation in the partner programme. The Recipient remains responsible for its own business decisions and due diligence.

Nothing in this clause excludes or limits liability where doing so would be unlawful.

9. Return and deletion

At the Discloser’s written request, or when the Recipient’s involvement in the Purpose ends, the Recipient must promptly:

• stop using the Confidential Information;
• return or securely delete copies under its control; and
• confirm completion when reasonably requested.

Copies retained automatically in secure backups or where required by law may remain, but continue to be protected by this Agreement and must not be used for any other purpose.

10. Duration

This Agreement begins when it is accepted electronically.

The confidentiality and restricted-use obligations continue for five years after the last disclosure of Confidential Information.

For information that remains a trade secret, the obligations continue for as long as that information remains a trade secret or otherwise confidential through no fault of the Recipient.

11. Remedies

The Recipient acknowledges that unauthorised use or disclosure of Confidential Information may cause harm that cannot be adequately remedied by financial compensation alone.

The Discloser may seek an injunction, other equitable relief, damages or any other remedy available by law. These remedies are cumulative.

12. No public announcement

The Recipient must not publicly announce or imply that it is an approved helpmypc.ai partner, use the Discloser’s name or branding, or publish non-public details of the partner programme without prior written permission.

This does not prevent an approved partner from using branding or making announcements expressly authorised by the Discloser.

13. Entire agreement and changes

This Agreement contains the entire agreement between the parties concerning confidentiality for the Purpose and replaces previous informal confidentiality understandings concerning the same subject.

Any amendment must be recorded in writing and accepted by both parties.

Failure or delay in enforcing a right does not waive that right.

If any provision is found invalid or unenforceable, the remaining provisions continue in effect and the affected provision will be applied to the maximum lawful extent.

14. Governing law

This Agreement and any non-contractual obligations arising from it are governed by the laws of Northern Ireland.

The courts of Northern Ireland have exclusive jurisdiction over disputes arising from or connected with this Agreement.

15. Electronic acceptance

By selecting the acceptance checkbox and submitting the partner application, the Recipient:

• confirms that it has read and understood this Agreement;
• agrees to be legally bound by it;
• confirms that the named signatory is authorised to bind the Recipient; and
• agrees that the electronic acceptance record may be used as evidence of the Agreement.

The acceptance record will include the agreement version, document fingerprint, business name, signatory name, signatory role and server-recorded date and time.

16. Contact and notices

Questions or notices concerning this Agreement may be sent to support@helpmypc.ai. Notices to the Recipient may be sent to the email address supplied in the partner application.