Without limitation, Confidential Information under this Agreement includes all information relating to the following proprietary work of Stella Creative Studio:

• a.Your Brand Constellation — the full brand strategy program, its structure, sequencing, module architecture, client experience design, and all related program logic, built on the Brand Matrix methodology (Greyser & Urde, HBR 2019);
• b.Your Brand Canvas — the client operating system, its interface, module design, data architecture, and associated tools;
• c.The Seven Modules — BCS Flow, Brand Pulse, Tribe Mapping, Positioning Lab, Culture Club, Identity Architecture, and the Point of Origin Module (Origin), including all session tools, synthesis frameworks, intake instruments, sequencing logic, facilitation approaches, and OS components;
• d.Named Proprietary Frameworks — including but not limited to the Translation Gap, the Founder's Gap, and the Brand Matrix OS;
• e.Pricing, Packaging, and Commercial Terms — including beta program structure, pricing tiers, product ladder, and go-to-market strategy;
• f.Client Data and Work Product — all Brand Clarity Scores, Brand Core outputs, Tribe Mapping data, positioning work, identity architecture outputs, and any other client-specific materials produced through Stella Creative engagements;
• g.Brand Identity and Creative Systems — including color systems, typography direction, the celestial navigation brand world, archetype icon system concepts, and constellation visual systems;
• h.Business Information — pipeline data, partner relationships, referral sources, vendor relationships, and strategic plans;
• i.Session Content and Documentation — all session records, synthesis documents, activation reports, and working drafts produced through or in connection with Stella Creative engagements.

Receiving Party agrees to hold all Confidential Information in strict confidence. Receiving Party shall:

• a.not disclose any Confidential Information to any third party without the prior written consent of Disclosing Party;
• b.use Confidential Information solely for the purpose of Receiving Party's own participation in or engagement with the Stella Creative program or service for which this Agreement is executed;
• c.protect Confidential Information with at least the same degree of care Receiving Party uses to protect its own confidential information, and in no event less than reasonable care;
• d.not reproduce, copy, adapt, modify, or create derivative works based on any Confidential Information, including but not limited to derivative frameworks, processes, training systems, facilitation guides, internal playbooks, or substantially similar programs, whether such derivative works are based on written materials or on Receiving Party's general understanding or memory of Disclosing Party's methodology;
• e.not use any Confidential Information to build, develop, assist in building or developing, or contribute to any competing product, service, methodology, framework, tool, curriculum, or program;
• f.not reverse engineer, disassemble, reconstruct, or replicate the process logic, facilitation structure, sequencing, or system architecture of Disclosing Party's methodology, whether from written materials, session participation, or retained knowledge;
• g.not apply, teach, implement, or facilitate Disclosing Party's methodology independently, in whole or in part, outside the scope of the engagement for which this Agreement is executed, without express prior written permission from Disclosing Party;
• h.not use any deliverable or output produced through a Stella Creative engagement to reverse-engineer, extract, or recreate the underlying methodology, framework, or system architecture of Disclosing Party; and
• i.promptly notify Disclosing Party in writing upon becoming aware of any unauthorized disclosure or use of any Confidential Information.

The obligations in Section 2 do not apply to information that Receiving Party can demonstrate by written record:

• a.was already in Receiving Party's possession prior to disclosure by Disclosing Party, without restriction on disclosure;
• b.is or becomes publicly available through no act or omission of Receiving Party;
• c.is rightfully received by Receiving Party from a third party without restriction on disclosure; or
• d.is required to be disclosed by applicable law, regulation, or court order, provided that Receiving Party gives Disclosing Party prompt written notice and reasonable opportunity to seek a protective order prior to any such disclosure.

All Confidential Information remains the sole and exclusive property of Disclosing Party. Nothing in this Agreement grants Receiving Party any right, title, interest, or license in or to any Confidential Information, intellectual property, or proprietary methodology of Disclosing Party. Receiving Party's access to or participation in the Stella Creative program does not confer any license to use, reproduce, teach, sublicense, adapt, or commercialize any element of Your Brand Constellation, Your Brand Canvas, or any related proprietary tools, frameworks, or systems.

For clarity: Disclosing Party built Your Brand Constellation on the Brand Matrix methodology developed by Greyser and Urde (HBR, 2019). This Agreement protects Disclosing Party's proprietary program architecture, tools, systems, and creative work product. It does not purport to restrict access to the underlying published academic framework.

Work product created specifically for Receiving Party through a Stella Creative engagement (for example, a completed Brand Core, a Tribe Mapping output, or a Brand Clarity Score specific to Receiving Party's business) belongs to Receiving Party for their own internal business use.

Disclosing Party may reference the fact of the engagement (not its specific confidential contents) for portfolio, case study, or marketing purposes only with separate prior written consent from Receiving Party. This right does not arise automatically under this Agreement.

This Agreement is effective as of the Effective Date and continues for a period of three (3) years from the Effective Date, unless earlier terminated by written mutual agreement.

The obligations in Sections 2, 4, and 7 survive termination or expiration of this Agreement indefinitely with respect to any Confidential Information that constitutes a trade secret under applicable law, and for three (3) years after termination or expiration with respect to all other Confidential Information.

Upon written request by Disclosing Party, or upon termination or expiration of this Agreement, Receiving Party shall promptly return or permanently destroy all Confidential Information in its possession, custody, or control, including all copies, notes, summaries, and derivative materials, whether in written, digital, or any other form.

Upon Disclosing Party's request, Receiving Party shall provide written certification, signed by an authorized representative of Receiving Party, confirming that all Confidential Information has been returned or destroyed in accordance with this Section and that no copies remain in Receiving Party's possession or control.

Receiving Party acknowledges that any breach or threatened breach of this Agreement may cause irreparable harm to Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, Disclosing Party shall be entitled to seek equitable relief, including immediate injunctive relief and specific performance, without the requirement to post a bond or other security and without the necessity of proving actual damages, in addition to all other remedies available at law or in equity.

In the event of a breach, Receiving Party shall be liable for all damages suffered by Disclosing Party, including but not limited to lost revenue, lost business opportunity, harm to competitive position, and reasonable attorneys' fees and costs incurred in enforcing this Agreement.

This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of law principles. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Mecklenburg County, North Carolina, and both parties consent to personal jurisdiction in those courts.

• a.Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous discussions, understandings, and agreements relating to confidentiality of the Confidential Information described herein.
• b.Amendment. This Agreement may not be amended or modified except by a written instrument signed by both parties.
• c.Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.
• d.Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
• e.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding.
• f.No Agency. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.
• g.Notices. Any notice required under this Agreement shall be in writing and delivered by email with confirmation of receipt, or by certified mail to the addresses set forth in this Agreement.