Beta Coach Confidentiality Agreement Version: 2026-09-19 This Agreement is between The System Golf, Inc. and you, the authenticated coach accepting this Agreement electronically. The date of this Agreement is the server-recorded date of your electronic acceptance. By checking the agreement acknowledgement and choosing “Accept and continue”, you agree to be bound by this Agreement. In connection with the proposed discussions between you and The System Golf, Inc., and/or its subsidiaries, affiliates or related parties (collectively, the “Company”), and which is the subject entity of a possible business relationship with you (the “Relationship”), and upon your electronic acceptance of this Confidentiality Agreement (this “Agreement”), the Company has agreed to furnish you with certain confidential financial, operational and other information concerning the Company’s business. We have agreed that any and all discussions concerning the Relationship and any and all information concerning the Company, whether prepared by the Company, its advisors or otherwise, and irrespective of the form or manner of communication, which has been furnished to you before, on or after the date of your electronic acceptance by or on behalf of the Company or is learned by you in connection herewith (collectively, the “Materials”) shall not be disclosed by you in any manner to any person, except as otherwise expressly provided herein, and shall be held in strict confidence and treated and handled by you in accordance with this Agreement. Accordingly, we have agreed to proceed with our discussions concerning the Company and Relationship with the understanding, and subject to the requirement, that you and Representatives (as defined below) will abide by the terms of this Agreement. The term Materials includes any and all information concerning the Company (whether oral or written and whether prepared by or on behalf of the Company) that is furnished to you in connection with these discussions, including, but not limited to, all technical and nontechnical data, trade secrets, intellectual property, patterns, compilations, programs, devices, methods, techniques and drawings; the identities of all previous, current and prospective customers and suppliers of the Company; the prices and margins that the Company obtains or has obtained from the sale of any of its products or services; the prices the Company pays or has paid for inventory, materials or supplies; the Company’s financial statements and reports, valuation reports, tax returns and other financial information; the Company’s cost and expense data; the Company’s marketing and business plans; the identities of the Company’s equityholders and any agreements, records and reports concerning them; the identities, talents, skills and compensation of the Company’s employees; the identity of and information concerning potential or actual clients or the nature of the Company’s business with such parties, the nature of the business of such potential or actual clients (whether actual, proposed or otherwise), correspondence, email or other communications with potential or actual clients (whether electronic or otherwise); the existence and contents of the Relationship; and any information received from others that the Company is obligated to treat as confidential. The term Materials shall not include, however, any information which is or becomes (i) generally available to the public other than as a result of a disclosure in violation of this Agreement or (ii) available to you on a non-confidential basis from a source other than the Company or its Representatives; provided that such source is not known by you after due inquiry to be prohibited from disclosing the information to you by a contractual, legal or fiduciary obligation to the Company or its Representatives. The term “Representative” means, as to any person, such person’s subsidiaries and affiliates and its and their directors, officers, managers, members, employees, partners, agents, legal counsel, accountants and controlling persons, and the term “person” as used in this Agreement shall be broadly interpreted to include, without limitation, any corporation, company, partnership, limited liability company, other entity or individual. The Materials shall be kept confidential by you, and you shall use the Materials solely for the purpose of evaluating the Relationship. Except as herein provided, you shall not disclose any of the Materials to any person in any manner whatsoever. The foregoing notwithstanding, you may disclose the Materials to your Representatives who, in your reasonable judgment, need to know such information for the purpose of evaluating or negotiating the Relationship; it being understood that, prior to any disclosure of Materials to any Representative, you shall inform such Representative of the terms of this Agreement, the confidential nature of the Materials and the requirement that the Materials not be used other than for the purpose described above. You shall be responsible for any breach of the terms of this Agreement by you or your Representatives. The Company shall have sole and exclusive ownership of all right, title and interest in and to the Materials, including, without limitation, ownership of all copyrights, trade secrets, trademark or trade name rights, patent rights and other intellectual property rights pertaining thereto. At any time upon the request of the Company, you shall promptly return to the Company and/or destroy all Materials provided by the Company that are in your or your Representatives’ possession or control, without retaining any copy, extract or reproduction thereof (whether in hard copy form or on intangible media, such as electronic mail or computer files), except as may be required to comply with your retention policy, and shall, upon request of the Company, confirm such return and/or destruction in writing. Notwithstanding the return and/or destruction of the Materials, you and your Representatives will continue to be bound by the confidentiality and other obligations created hereby. Without the prior consent of the Company and except as otherwise provided herein, you and your Representatives shall not disclose to any other person (a) that the Company or you have entered into this Agreement or any of the terms hereof, (b) that the Materials have been made available to you or them, (c) that the Company is considering a relationship with any person and/or that discussion or negotiations are taking place concerning a Relationship or (d) any of the terms, conditions or other facts with respect to a Relationship, including the status thereof, unless in the opinion of your legal counsel that disclosure is required by law, and in that event only after giving as much prior written notice to the Company as is practicable under the circumstances. In the event that you or any of your Representatives are requested or required, by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar legal process, to disclose any of the Materials, you shall provide the Company, to the extent not prohibited by law or court order, with prompt written notice of any such request or requirement so that the Company may seek a protective order or other appropriate remedy or waive compliance by you with the provisions of this Agreement. In the absence of a protective order or other appropriate remedy or the receipt of a waiver from the Company, if you or any of your Representatives are, in the opinion of legal counsel, legally compelled to disclose the Materials hereunder, you or your Representatives may, without liability hereunder, disclose only that portion of the Materials which such counsel advises you is legally required to be disclosed; provided that you shall (i) promptly notify the Company of your determination to make such disclosure and the nature, scope and contents of such disclosure and (ii) make reasonable efforts to preserve the confidentiality thereof, including cooperating with the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded that portion of the Materials so disclosed. This Agreement does not bind either party to enter into any other contract or relationship, or to provide any services. You understand, acknowledge and agree that neither the Company nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Materials. You agree that neither the Company nor any of its Representatives shall have any liability to you or to any of your Representatives relating to or resulting from the use of the Materials or any errors therein or omissions therefrom. No party to this Agreement shall have any obligation to the other party hereto to negotiate regarding or enter into a Relationship; it being understood that any party hereto can withdraw from any such negotiation at any time and for any or no reason or in his, her or its sole discretion and that neither party hereto shall be subject to any liability to the other party for not entering into a Relationship. You agree that, without the prior consent of the Company, neither you nor any of your Representatives will, directly or indirectly, contact any employee, customer or representative of the Company concerning the Company, the Materials, the Relationship, any aspect of the Company’s business, prospects or finances or any other related matter while our discussions are continuing. You also agree that for twenty-four (24) months following the date of your electronic acceptance, neither you nor any of your Representatives will, directly or indirectly (other than pursuant to a general advertisement made to the public at-large), solicit for employment or hire (as an employee, consultant or otherwise) any employees of the Company. The parties hereto do not confer any rights or remedies upon any person other than the parties to this Agreement and their respective successors and permitted assigns. Money damages are not an adequate remedy for an actual or threatened breach of this Agreement by you, and the Company shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for such a breach without the necessity of demonstrating or proving actual damages. You waive any requirement of proving actual damages or for the securing or posting of a bond in connection with such equitable relief and acknowledge that equitable relief shall not be deemed to be the exclusive remedy for a breach of this Agreement by you but shall be in addition to all other remedies available at law or equity to the Company. In any dispute resolution between the parties in connection with this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees and costs in such proceeding from the other party, in addition to any other relief to which such party may be entitled. No failure or delay by the Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. The laws of the State of Delaware shall govern the construction, validity and performance of this Agreement and the Delaware courts shall have non-exclusive jurisdiction to settle any disputes that may arise out of or in connection with this Agreement. Any term or provision of this Agreement that is invalid or unenforceable shall not affect the validity or enforceability of the remaining terms and provisions of this Agreement and this Agreement shall be interpreted as if the invalid or unenforceable term was not a part of this Agreement. Neither party may assign its rights or obligations under this Agreement. This Agreement may be modified or waived only by a separate writing by the parties hereto expressly so modifying or waiving such Agreement. This Agreement shall have a term of two (2) years from the date of your electronic acceptance, at which time it shall terminate; provided, however, that any Materials in your possession after such termination shall continue to be subject to the terms, conditions and restrictions of this Agreement.
The System Golf, Inc. · Legal