1. Definitions.

1.a. "Application" means the Base Change; a change readiness assessment software platform, including all present and future versions, updates, and related documentation.

1.b. "Confidential Information" means all non-public information Company discloses to Participant in connection with the Program, including: (a) the Application's assessment methodology, including its dimensions, weighting, scoring multipliers, and assessment items; (b) the algorithms and calculations Company uses to generate assessment scores; (c) the logic and content underlying the Application's AI-generated action plans and recommendations; (d) the Application's user interface, user experience design, and any feature not generally available to the public; and (e) Company's pricing and other commercial terms for the Application.

1.c. "Feedback" means any suggestion, comment, testimonial, review, or other feedback Participant provides to Company about the Application or the Program.

1.d. "Access Period" means the period beginning on the date Company activates a Participant's access to the Application until the end of the Program.

2. Confidentiality Obligations.

2.a. Non-Disclosure. Participant must not disclose Confidential Information to any person other than Company, except as this Agreement or applicable law permits.

2.b. Non-Use. Participant must not use Confidential Information for any purpose other than evaluating the Application and participating in the Program.

2.c. Standard of Care. Participant must protect Confidential Information using at least the same degree of care Participant uses to protect Participant's own confidential information, and never less than reasonable care.

2.d. Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of Participant; (b) Participant already lawfully possessed before Company disclosed it, without a duty of confidentiality; (c) Participant independently develops without using or referencing Confidential Information; or (d) Participant lawfully receives from a third party without a duty of confidentiality. If a court or government agency orders Participant to disclose Confidential Information, Participant must give Company prompt written notice before disclosing, to the extent the law allows, so Company can seek a protective order.

3. Ownership; No License.

Company owns all right, title, and interest in the Application and all Confidential Information. This Agreement grants Participant no license, ownership interest, or other right in the Application or Confidential Information beyond the limited right to access and use the Application for personal evaluation during the Access Period.

4. Restriction on Use and Replication.

Participant must not use Confidential Information to develop, market, or assist any other person in developing or marketing a product or service that performs a function substantially similar to the Application. Participant must not reverse engineer, decompile, or attempt to derive the Application's methodology, scoring algorithms, or underlying logic from Participant's use of the Application. Participant must not share Confidential Information with any other consultant, client, or business contact, regardless of whether that person also participates in the Program.

5. Feedback and Marketing License.

Participant grants Company a perpetual, irrevocable, worldwide, royalty-free right to use, reproduce, edit for length and clarity, and publish Feedback, including Participant's name and professional title if Participant provides them, in Company's marketing and promotional materials in any medium. This license survives termination of this Agreement. This Section does not obligate Company to use any Feedback.

6. Term; Survival.

This Agreement begins on the date Participant checks the acceptance box and continues until Company terminates Participant's access to the Application. Participant's obligations under Section 2 (Confidentiality Obligations) and Section 4 (Restriction on Use and Replication) survive for 5 years after the Access Period ends, except that those obligations continue for as long as the relevant Confidential Information qualifies as a trade secret under applicable law. Company may end a Participant's access to the Application at any time and this Section's survival provisions apply regardless of when access ends.

7. Remedies.

Participant acknowledges that a breach of Section 2 or Section 4 causes Company harm that money damages cannot fully repair, and Company is entitled to seek an injunction and other equitable relief for an actual or threatened breach, in addition to any other remedy available at law. In any action to enforce this Agreement, the prevailing Party is entitled to recover its reasonable attorneys' fees and costs from the other Party.

8. Disclaimer of Warranties; Limitation of Liability.

Company provides the Application during the Access Period "as is" and without warranty of any kind, including any warranty of merchantability, fitness for a particular purpose, or non-infringement. Company is not liable to Participant for any damages arising from Participant's use of, or inability to use, the Application during the Program.

9. General Provisions.

9.a. Assignment. Participant may not assign this Agreement. Company may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

9.b. Entire Agreement. This Agreement is the entire agreement between the Parties regarding the Program and supersedes all prior discussions regarding the Program.

9.c. Amendment; Waiver. Company may amend this Agreement by posting an updated version before a Participant's continued use of the Application, and continued use after that update constitutes acceptance of the update. A Party's failure to enforce a provision of this Agreement is not a waiver of that provision.

9.d. Severability. If a court holds a provision of this Agreement unenforceable, the remaining provisions remain in full effect, and the unenforceable provision is modified to the minimum extent necessary to make it enforceable.

9.e. Governing Law. North Carolina law governs this Agreement, excluding its conflict-of-law principles. The state and federal courts located in Raleigh, North Carolina have exclusive jurisdiction over any dispute arising from this Agreement, and each Party consents to that jurisdiction and venue.

9.f. Electronic Acceptance. Participant accepts this Agreement by checking the acceptance box on the Program registration form and submitting the form. That act constitutes Participant's electronic signature and has the same legal effect as a handwritten signature. Company will retain a timestamped record of each Participant's acceptance.

9.g. No Third-Party Beneficiaries. This Agreement creates no rights for anyone other than Company and each Participant.

9.h. Notice. Company may send any notice under this Agreement to the email address Participant provides on the Program registration form.