CData Non-Disclosure Agreement (the “NDA”).

CData Software, Inc. (“CData”) is pleased to provide you with a copy of its SOC 2 report, which was prepared in accordance with the attestation standards issued by the American Institute of Certified Public Accountants and other security related documents (collectively the “Security Documents”). The Security Documents are furnished to you subject to the terms and conditions contained herein. The Security Documents were prepared solely for the benefit and use of CData, its user entities that use the system during some or all of the specified period, prospective users and the independent auditors and practitioners providing services to such user entities, and regulators.

The information contained in the Security Documents are confidential and proprietary to CData and must be protected by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of the Security Documents as Recipient uses to protect its own confidential information of a like nature. You may not make copies of the Security Documents. You are not to disclose the Security Documents or provide a copy of it to any third party without written consent of CData.

The Recipient is solely responsible for determining whether the information contained in the Security Documents are applicable to its needs. As such, neither the Security Documents nor CData’s action in allowing access to the Security Documents should be considered a certification, representation, or warranty, express, or implied, of any kind by CData. The Security Documents are provided “AS IS” and any access or use of the Security Documents by any party is at such party’s own and sole risk. Any dissemination or distribution of the Security Documents other than as set out above is strictly prohibited.

You recognize that the unauthorized use or disclosure of the Security Documents may give rise to irreparable injury to CData inadequately compensable in damages. You hereby agree that CData shall be entitled to seek and obtain injunctive relief against the breach or threatened breach of your obligations under this NDA, without proving actual damages or posting bond or other security, and such equitable relief shall be in addition to any other legal or equitable remedies that may be available to CData.

This NDA shall be governed by and construed in accordance with the laws of the State of North Carolina, excluding the conflicts of laws provisions thereof. This NDA contains the entire agreement and understanding concerning the subject matter hereof between the Parties hereto. No waiver, termination, or discharge of this NDA, or any of the terms or provisions hereof, shall be binding upon either party hereto unless confirmed in writing. This NDA may not be modified or amended, except when agreed upon by both Parties in writing. No waiver by either party hereto of any term or provision of this NDA or of any default hereunder shall affect such party’s rights thereafter to enforce such term or provision or to exercise any right or remedy in the event of any other default, whether or not similar. Neither party shall assign this NDA, in whole or in part, without the prior written consent of the other party, and any attempted assignment not in accordance herewith shall be null and void and of no force or effect.

Access to the Security Documents is governed by the aforementioned terms and provided under this NDA for the sole use of the Recipient and/or its representatives, and limited to those officers, directors or employees with a ‘need to know’ the information contained herein. Copying or further distribution is expressly prohibited and in violation of applicable law.

By clicking on the "I ACCEPT" button, Recipient agrees to be bound by these terms and conditions. Such acceptance and agreement shall be deemed to be as effective as a written signature by you, either on behalf of yourself or the Recipient, and this NDA shall be deemed to satisfy any writings requirements of any applicable law, notwithstanding that the NDA is accepted electronically.