Manufacturer Non-Disclosure and Confidentiality Agreement

Parties and acceptance

1.1 This Agreement is between SupplementQuotes LLC ("SQ") and the manufacturer business accepting it ("Manufacturer"). The Manufacturer accepts electronically before accessing customer requests for quotations ("RFQs"). SQ and Manufacturer each owe the confidentiality duties applicable to information they receive under this Agreement.

1.2 Customers whose confidential information is disclosed to Manufacturer through SQ are intended express third-party beneficiaries of Manufacturer’s duties protecting their own information, with the right to enforce those duties to the extent permitted by law. This does not make every Customer a signatory to this Agreement. SQ will obtain corresponding Customer agreement to the platform disclosure and protection arrangement through Customer Terms.

1.3 This Agreement applies to Confidential Information made accessible through SQ after Manufacturer accepts this version, including RFQs Manufacturer views without quoting, winning, responding, or accepting an order. It also applies to Confidential Information subsequently exchanged directly between Manufacturer and an SQ Customer outside the platform, but only to the extent the exchange relates to an SQ RFQ, quote, negotiation, or order, including related follow-up or performance. Unrelated projects or pre-existing independent relationships are not covered solely because the parties also use SQ.

2. Confidential Information

2.1 Customer Confidential Information includes nonpublic formulas; ingredient identities, percentages and quantities; Supplement Facts and specifications; product concepts; targets and volumes; label artwork; test methods and results; uploaded files; communications; and nonpublic Customer identity or purchasing plans, whether or not marked confidential.

2.2 Manufacturer Confidential Information includes nonpublic quotations, price structures, minimum order quantities, lead times, counteroffers, capacity and proprietary processes, private certificates or testing documents, communications, and payment details. SQ Confidential Information includes nonpublic platform security, operations, business records and technology.

2.3 Information is protected when viewed, received, downloaded, or otherwise made available to an authorized recipient through the platform. Submission of a quote, formula, or bid by Manufacturer is not a condition of protection.

2.4 Certificates and verification information intentionally displayed by SQ to users as public or approved-profile information are not confidential merely because they relate to Manufacturer. Nonpublic underlying records remain protected.

2.5 Off-platform communications. Customer Confidential Information remains protected when shared in connection with an SQ RFQ, quote, negotiation, or order by email, telephone, video meeting, file transfer, physical sample, or another direct channel, whether provided by the Customer or its authorized representative. Such communication does not remove or reduce the confidentiality and restricted-use obligations of this Agreement. This provision does not independently prohibit direct communications or create any platform fee; the separate Manufacturer Platform Agreement governs any applicable noncircumvention and fee obligations.

3. Permitted use and restrictions

3.1 Manufacturer may use Customer Confidential Information only to evaluate an RFQ, prepare or negotiate a quote, or perform an accepted order, including legitimate quality and regulatory activities, and for the limited retained-record purposes in Section 6.2. Manufacturer may not copy, disclose, exploit, sell, or use a Customer’s protected formula or specifications for its own or another customer’s product without written authorization. Retention or internal recordkeeping does not expand these permitted uses.

3.2 Independent development and similar products. Manufacturer may independently develop, formulate, quote, or manufacture products that are identical or similar in general category, ingredients, or intended function to a Customer product, provided Manufacturer does not use or disclose that Customer’s Confidential Information in doing so. Mere similarity alone does not establish a breach. Manufacturer may rely on lawful pre-existing know-how and information independently developed without reference to protected Customer information. If independent development is disputed, Manufacturer shall reasonably cooperate in establishing the independent source or development history using contemporaneous formulation records, dated project files, personnel records, or other reliable evidence, without being required to disclose unrelated third-party trade secrets except under appropriate protections. Nothing in this section transfers ownership of any Customer formula or authorizes copying or exploiting protected Confidential Information.

3.3 Authorized recipients. Manufacturer may share Customer Confidential Information with its employees, officers, professional advisers, testing laboratories, and actual or prospective subcontractors only to the extent reasonably necessary to evaluate or price an RFQ, perform an accepted order, or carry out related quality, testing, and regulatory activities. Before receiving the information, each external recipient must be subject to written confidentiality and restricted-use obligations at least as protective as this Agreement; employees must be subject to enforceable confidentiality obligations appropriate to their access. Manufacturer must limit access to those with a genuine need to know, use reasonable measures to prevent onward disclosure, and remain responsible for unauthorized use or disclosure by its authorized recipients to the extent permitted by law. Sharing information under this Section does not authorize subcontracting production or otherwise override any Customer approval, facility verification, or subcontracting condition in the accepted order or Manufacturer Platform Agreement. Ingredient suppliers are subject to the specific disclosure limits in Section 3.9.

3.4 Security safeguards and incident notification. Manufacturer shall maintain reasonable administrative, physical, and technical safeguards, no less protective than those used for its own similarly sensitive information. Manufacturer shall notify SQ without undue delay and in no event later than forty-eight (48) hours after discovering confirmed or reasonably suspected unauthorized access to, acquisition, use, or disclosure of Confidential Information. Initial notice may be preliminary and shall include information then reasonably available, including the nature of the incident, information potentially affected, known or estimated scope, containment steps, and a contact for follow-up. Manufacturer shall promptly take reasonable steps to contain and mitigate the incident, preserve relevant evidence, investigate, provide material updates as information becomes available, and reasonably cooperate with SQ and affected Customers. Manufacturer shall not delay the initial notice while completing its investigation. This contractual deadline does not extend or replace any shorter or additional notification obligations imposed by applicable law.

3.5 SQ may access information as reasonably needed to operate the marketplace, support customers, administer payments, investigate disputes, comply with law, and maintain security. SQ shall not use a manufacturer’s confidential quote or proprietary pricing to prepare or improve a competing quote by an affiliated manufacturer. SQ may permit affiliated manufacturers under common ownership to participate, subject to the same confidentiality restrictions. No affiliate is identified by name in this Agreement.

3.6 Ordinary direct communication among Customers and Manufacturers is permitted. Any prohibition on intentionally avoiding SQ fees is governed by the separate Manufacturer Platform Agreement, not by a ban on communication in this NDA.

3.7 Customer identity and publicity. Manufacturer shall not, without the affected Customer’s prior written authorization, publicly identify the Customer as a client or manufacturing partner, display or use the Customer’s name, trademarks, logos or product images in marketing, or publish announcements, testimonials, case studies, social-media posts or other publicity about the Customer relationship or project. Authorization must specify the permitted content and use. This restriction does not prohibit confidential disclosures to authorized recipients reasonably necessary for quoting or fulfilling an order under Section 3.3, or disclosures required by law under Section 4.2. A Customer’s name or brand being publicly known does not itself authorize Manufacturer to publicize a nonpublic relationship or project.

3.8 AI tools and confidential formulas. Manufacturer may submit Customer Confidential Information to an artificial-intelligence or machine-learning service only where the service is approved under Manufacturer’s documented security review and is subject to enforceable contractual confidentiality and data-security commitments appropriate to the information. Such commitments must prohibit use of Customer Confidential Information to train or improve general-purpose models or for unrelated secondary purposes, restrict access to authorized personnel and subprocessors, and require reasonable safeguards for retention and deletion. Manufacturer shall verify the applicable service settings and terms before disclosure, share only information reasonably necessary for the authorized RFQ or order purpose, and remain responsible for compliance by its service providers. Public or consumer AI services lacking these protections must not receive Customer Confidential Information. This permission does not override Customer-specific written restrictions, other contractual approval requirements, or applicable law.

3.9 Ingredient supplier disclosures. Manufacturer may disclose to an ingredient or raw-material supplier only the ingredient identities, grades, specifications, required quantities, and other limited information reasonably necessary to obtain availability, technical suitability, lead-time, or pricing information for an authorized RFQ or accepted order. Manufacturer shall use reasonable efforts to minimize the disclosure, including withholding the Customer’s identity, complete ingredient list, formula ratios, and finished-product composition when not necessary. Manufacturer shall not disclose a complete Customer formula or information that effectively reveals or permits reconstruction of the complete formula to an ingredient supplier without the affected Customer’s prior written authorization. Before receiving nonpublic Customer Confidential Information, the supplier must be subject to written confidentiality and restricted-use obligations appropriate to the information and at least as protective as the relevant requirements of this Agreement. Manufacturer remains responsible for its supplier disclosures and reasonable controls against onward sharing. This Section does not override any stricter Customer-specific restrictions or applicable law.

3.10 Internal employee training. Manufacturer may use general industry knowledge, non-confidential know-how, and genuinely anonymized examples for internal employee training, provided that such materials do not identify or reasonably permit identification of a Customer or reveal, reproduce, or permit reconstruction of Customer Confidential Information, including formulas, ingredient proportions, unique specifications, or proprietary product details. Manufacturer shall not display, reproduce, or incorporate identifiable Customer formulas or other Customer Confidential Information in training presentations, manuals, demonstrations, AI training datasets, or similar materials without the affected Customer’s prior written authorization. This restriction does not prevent need-to-know employee access to Customer Confidential Information for permitted quoting, order performance, quality, or regulatory purposes under Sections 3.1 and 3.3; such access is not a general training authorization.

3.11 Operational photography and video. Manufacturer may create photographs or video recordings of Customer products, formulation sheets, ingredients, packaging, production processes, or related materials only to the extent reasonably necessary for evaluating or fulfilling an SQ-related order, manufacturing documentation, quality control, traceability, safety, or regulatory recordkeeping. Such recordings and any visible Customer identifiers, formulas, specifications, or other nonpublic details constitute Customer Confidential Information and are subject to this Agreement’s access, security, restricted-use, retention, and disclosure requirements. Manufacturer shall not publish, display, share for marketing, use for employee training contrary to Section 3.10, or otherwise use these recordings for unrelated purposes without the affected Customer’s prior written authorization. Legally compelled disclosures remain governed by Section 4.2. This provision does not require Customer permission for necessary internal operational documentation or for disclosures otherwise expressly permitted under this Agreement.

4. Exclusions and compelled disclosure

4.1 Confidential Information excludes information the recipient can establish through reasonably reliable records: (a) becomes public without breach; (b) was lawfully known without restriction before receipt; (c) was lawfully received from a third party without confidentiality duty; or (d) was independently developed without use of the protected information.

4.2 Legally compelled disclosure. If Manufacturer receives a subpoena, court order, regulatory demand, or other legally binding request requiring disclosure of Customer or SQ Confidential Information, Manufacturer may disclose only the portion legally required. To the extent legally permitted, Manufacturer shall promptly notify SQ in writing before disclosure, identifying the requesting authority, information sought, and applicable response deadline, so that SQ and the affected Customer may seek a protective order, confidential treatment, or other appropriate relief. Manufacturer shall reasonably cooperate with those efforts, at the requesting protected party’s reasonable expense unless otherwise required by law, and shall use reasonable efforts to obtain confidential treatment for information disclosed. Manufacturer shall not be required to violate law, a binding order, or a lawful prohibition on notice, or to miss a mandatory deadline. If advance notice is prohibited or impracticable, Manufacturer shall notify SQ as soon as legally permitted and reasonably practicable. This clause does not require SQ approval before complying with a binding legal obligation.

5. Duration

5.1 Duties of confidentiality and restricted use for ordinary Confidential Information survive for five (5) years from each disclosure, regardless of termination or loss of platform access.

5.2 For information qualifying as a trade secret under applicable law, protection continues for so long as it remains a trade secret. Not every formula automatically qualifies as a trade secret, but formulas are protected as ordinary Confidential Information even if they do not qualify.

6. Return, retention and deletion

6.1 Upon termination of platform access, completion of an order, or a request for deletion, Manufacturer may retain copies of Confidential Information obtained through authorized platform access, including Customer formulas and RFQ materials, subject to all continuing confidentiality, security, and restricted-use obligations under this NDA. Retention does not grant any license, ownership, or right to use the information for a new project, to compete using the information, or to disclose it beyond permitted recipients.

6.2 Permitted retained-record uses. Manufacturer may use retained Confidential Information solely for internal quoting history, order administration, quality assurance and quality-control records, regulatory compliance, audits, legal compliance, and related recordkeeping concerning the original RFQ or order. Manufacturer may not use retained Customer formulas, specifications, or other protected information to develop, price, market, or manufacture unrelated projects; disclose identifiable Customer information without authorization; or repurpose retained materials for sales, solicitation, or competitive analysis. Access must be limited to authorized personnel and permitted recipients with a genuine need to know. Manufacturer shall maintain reasonable safeguards and comply with applicable privacy, security, record-retention, and deletion laws. Retained information remains subject to Section 5 and all surviving confidentiality and restricted-use obligations. Separately agreed project-specific return or deletion obligations remain effective. SQ does not promise automatic deletion of historical platform records.

7. Remedies and enforcement

7.1 If a Manufacturer breaches this NDA, SupplementQuotes and any affected Customer with enforceable third-party-beneficiary rights may pursue actual, provable damages to the extent available under applicable law, and may request temporary, preliminary, or permanent injunctive relief to prevent or stop unauthorized use or disclosure. Any injunction is subject to the court’s findings and applicable procedural requirements. This Agreement imposes no fixed penalty or liquidated damages for an NDA breach.

7.2 Recoverable damages are subject to proof, causation, applicable defenses, and governing law. No person may obtain double recovery for the same loss. This NDA does not create an independent contractual right to recover attorney fees; any fee award must arise from applicable law or another enforceable agreement. This NDA does not assign ownership of any formula, artwork, process, or other intellectual property; ownership remains with its lawful owner, subject to separate written agreements.

7.3 Temporary suspension and investigation. Where SQ has a reasonable, documented basis to suspect a serious violation of confidentiality or restricted-use obligations, SQ may immediately and temporarily restrict Manufacturer’s access to RFQs, Customer Confidential Information, or other affected platform functions to prevent further exposure while investigating. SQ will document the basis and scope of the restriction, notify Manufacturer promptly to the extent appropriate and lawful, and provide a reasonable opportunity to respond when doing so would not compromise security, evidence preservation, or the investigation. SQ will review the restriction in a timely manner and either restore access, adjust the restriction, or proceed with suspension or termination under the Manufacturer Platform Agreement based on the findings. A temporary restriction is not a final determination that a breach occurred. SQ will address accepted orders separately, taking reasonable steps to protect Customer interests, preserve records, and comply with applicable law and contractual obligations.

8. Administration and general terms

8.1 Arizona law governs, without displacing mandatory law. The parties will first attempt good-faith business resolution and then nonbinding mediation in Maricopa County, Arizona. Unresolved disputes may be brought in state or federal courts located in Maricopa County, subject to applicable jurisdiction and venue rules. A party may seek urgent provisional or injunctive relief when legally available without waiting for mediation.

8.2 SQ will provide at least thirty (30) days’ notice of ordinary material amendments and require affirmative electronic acceptance of the revised NDA before it applies to new RFQ access or quoting. Urgent legally required or security changes may take effect sooner with appropriate notice, to the extent permitted by law. Previously accepted orders and disclosures are not retroactively modified without applicable consent. SQ will retain an immutable copy or verifiable hash and accessible archived text of each accepted version, together with signer identity, assent event, and timestamp. Legacy acceptances lacking reliable evidence of the presented text must be re-obtained before new RFQ access.

8.3 No party is obligated to disclose information, quote, or transact. If a provision is unenforceable, the remainder remains effective to the extent lawful. Waiver of one breach does not waive another. This NDA governs confidentiality and restricted use; the Manufacturer Platform Agreement governs platform participation, payments, noncircumvention, and general account suspension or termination, and accepted order terms govern the specific manufacturing transaction. Section 7.3 permits interim confidentiality-related access restrictions without changing those separate rights. A specific signed confidentiality agreement for a particular project may govern that project where expressly agreed by the affected parties; it does not silently remove protections for other SQ Customers.

9. NDA Gate and Formula Protection

Manufacturer must affirmatively accept the then-current NDA version before any confidential RFQ, formula, specification, customer identity, or nonpublic quotation information is made accessible. SQ shall record the accepted version, manufacturer account, and acceptance timestamp; mere registration or a prechecked box is not sufficient evidence of affirmative acceptance. Access must be blocked if acceptance is missing or a newly applicable version requires reacceptance.

9.1 Restricted use and authorized recipients

Customer formulas, ingredient proportions, product specifications, artwork, testing information, identities, and nonpublic commercial terms may be used only to evaluate or negotiate the relevant RFQ and fulfill an authorized order, including legitimate quality and regulatory activities. No ownership or independent commercialization license is granted. Disclosures to employees, laboratories, ingredient suppliers, advisers, and permitted subcontractors are limited to information reasonably needed for their roles and require legally enforceable confidentiality and restricted-use duties appropriate to the disclosure. Manufacturer remains responsible for its recipients to the extent provided by applicable law and the accepted agreements.

9.2 Duration and enforcement

The existing five (5) years from each disclosure period for ordinary Confidential Information, and protection for qualifying trade secrets for so long as they legally retain trade-secret status, remain unchanged. The existing exceptions, compelled-disclosure procedures, lawful record-retention allowances, and proof/causation limitations continue to apply. SQ and qualifying affected Customers may pursue remedies available under Section 7 and applicable law; this addition does not create automatic damages or an independent fee-shifting right.

10. Contract acceptance, suspension, termination and continuing obligations

Existing specific order, payment, and NDA provisions control where more precise.

Affirmative electronic acceptance and evidence

Where these terms require acceptance, SQ will present the applicable agreement and require a deliberate affirmative action (such as an unchecked checkbox and an Accept control) before the relevant protected action. SQ should retain the exact agreement version or immutable snapshot/hash, user/account identifier, signer name and capacity where appropriate, UTC timestamp, assent event, and available security metadata. Mere website browsing does not substitute for acceptance of a separately required contract. Any electronic signature or consent process remains subject to applicable law.

Material changes and reacceptance

SQ may update terms prospectively with reasonable notice appropriate to the change and applicable law. Material changes to accepted contractual obligations require affirmative reacceptance when required by law or the governing contract; they do not silently rewrite accepted orders. SQ may restrict new RFQs, quoting, or other affected features until required reacceptance is completed, without unlawfully withholding existing records or amounts due.

Suspension, notice and cure

SQ may temporarily restrict or suspend an account for suspected fraud, confidentiality breach, material nonpayment, security threats, regulatory concerns, or material violations. When practicable and not unsafe, SQ will provide the reason and a reasonable opportunity to cure a remediable breach. Immediate restriction may be used for urgent legal, security, financial, or confidentiality risks. SQ will maintain a record of the reason, decision, notice and any review.

Termination and survival

Termination ends future marketplace privileges but does not automatically cancel an accepted purchase order or waive accrued fees, outstanding payments, dispute rights, customer or manufacturer obligations, confidentiality, intellectual-property restrictions, indemnities, or provisions intended to survive. Existing orders will be completed, transferred, suspended, or cancelled only under the applicable accepted order terms and law. SQ will provide legally required access to records and data-rights processes after account closure.