DocuSign Envelope ID: FBBBFE16-B943-4DBB-9364-0B69FE5BEA0F

NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT

THIS NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT (the

“Agreement”) is made and entered into as of this 12day of November , 202_,0 by and between
Acumatica, Inc., a Delaware corporation, with its principal office at 11235 SE 6th, Suite 140, Bellevue,
WA 98004 and Carlos Manuel Macedo das Neves with its principal office
at Calcadinha de Damaia, 13 - 6 direito, . 2720-155 Damaia - Portugal

WHEREAS, each of the parties may be providing confidential information to the other; and

WHEREAS, the parties agree that the following terms and conditions shall apply when one of
the parties (the “Discloser”) discloses Confidential Information (as defined below) to the other party
(the “Recipient”) in order that the parties can provide appropriate protection for maintaining the secrecy
of their Confidential Information.

NOW THEREFORE, in consideration of the foregoing premises, and the mutual covenants
and agreements contained herein, the parties hereby agree as follows:

1. CONFIDENTIALITY OF DISCLOSURES. Each party acknowledges that it may

have access to certain of the other’s trade secrets and proprietary, confidential and nonpublic
information, as more fully specified herein, and makes the covenants, agreements and promises
contained in this Agreement. Each party acknowledges and agrees that as a result of access to
confidential information and related items, and through prior and subsequent communications, it will
acquire knowledge of the other’s trade secrets and other proprietary and confidential information,
including, without limitation, (a) information of a business nature, such as marketing plans, business
plans, strategies, forecasts, unpublished financial information, budgets, projections, information and
data concerning costs, profits, market share, sales, current or planned manufacturing or distribution
methods and processes, customer lists, current and anticipated customer requirements, price lists, market
studies, business plans, or information regarding suppliers, dealers, or lenders; (b) information of a
technical nature such as trade secrets, patent applications, product specifications, data, know-how,
formulas, compositions, processes, designs, sketches, photographs, graphs, drawings, samples,
inventions and ideas, innovations, improvements, past, current and planned research and development,
computer software and programs (including object code and source code), and database technologies,
systems, structures and architectures; (c) information regarding personnel and human resources such as
organizational structure, salary, personnel training techniques and materials, and employees'
qualifications; (d) information generated or derived by Recipient or its officers, directors, partners,
employees, affiliates, agents and representatives that contains, reflects or is derived from any of the
information described above; and (e) any other information obtained from Discloser that is not known
to the public (referred to herein, collectively, as the “Confidential Information”).

2. CONFIDENTIAL INFORMATION.

(a) Subject to the provisions of Section 3 below, Recipient acknowledges and agrees that
all the Confidential Information disclosed to or acquired by Recipient shall be maintained in strict confi-
dence by Recipient. Recipient shall not disclose any Confidential Information to any person or entity
(except to personnel and advisors having a need to know who have been informed of the restrictions on
the use of the Confidential Information and the provisions of this Agreement).

(b) Recipient agrees not to reproduce or otherwise copy Discloser’s Confidential

Information.

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(c) Recipient agrees to return to Discloser the originals and all copies of all documents
and any other written information provided to Recipient concerning the Discloser’s Confidential
Information, immediately upon request.

(d) Recipient further agrees that it shall not use Discloser’s Confidential Information for
Recipient’s own benefit except solely for the purpose for which it was furnished, or for the benefit of
any other person or entity.

(e) Recipient agrees to restrict the circulation or disclosure of Discloser’s Confidential

Information among or to individuals who are bound by this Agreement or another agreement with the
same terms as this Agreement.

(f) Recipient agrees to use the same care and discretion as it employs with similar
information of its own, but in no event less than a reasonable degree of care and discretion, to prevent
disclosure of, and preserve the confidentiality of, the Confidential Information.

3. EXCEPTIONS TO CONFIDENTIALITY. Notwithstanding the provisions of

Paragraphs 1 and 2 of this Agreement, information disclosed to or acquired by Recipient shall not
constitute Confidential Information of Discloser to the extent that Recipient can demonstrate (i) such
information was known to Recipient prior to the disclosure thereof by Discloser; (ii) such information
is or thereafter becomes lawfully obtainable from other nonconfidential sources; (iii) Recipient’s duty
as to confidentiality is waived in writing by Discloser; (iv) such information was developed by
employees or agents of Recipient independently of and without reference to Discloser’s Confidential
Information or other information that Discloser has disclosed in confidence to any third party; or (v)
disclosure thereof is required by legal process or applicable law (in which case Recipient shall use
Recipient’s best efforts to obtain a protective order or other appropriate confidential treatment for such
information).

4. OWNERSHIP OF CONFIDENTIAL INFORMATION; NO LICENSE.

Discloser’s Confidential Information shall remain the property of Discloser. No license or assignment,
by implication, estoppel or otherwise, is granted by Discloser to Recipient (a) to use Discloser’s
Confidential Information except solely for the purpose for which it was furnished, or (b) under any
patent, patent application, copyright, trade secret, trademark, service mark or any other intellectual
property right.

5. SURVIVAL OF OBLIGATIONS. The obligations as to confidentiality and nonuse

of the Confidential Information shall continue indefinitely and shall survive the termination of this
Agreement.

6. EQUITABLE RELIEF. Recipient agrees that Discloser’s Confidential Information

referenced herein is of a special, unique and unusual character and that breach of Recipient’s obligations
or duties under this Agreement may not be reasonably or adequately compensated for in damages in an
action at law. Accordingly, Discloser shall be entitled to injunctive relief for such breach in addition to
any other rights or remedies Discloser may have at law, in equity, or pursuant to this Agreement.

7. SEVERABILITY. If any provision of this Agreement shall be held invalid, such

invalidity shall not affect the other provisions hereof, and to that extent, the provisions of this Agreement
are intended to be and shall be deemed severable.

8. WAIVER. Waiver by Discloser of breach or failure to exercise any right under this
Agreement shall not be deemed a waiver of any subsequent breach or right. The failure of Discloser to
take action at the earliest possible time to redress any such breach or to exercise any such right shall not

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deprive Discloser of the right to take action at any subsequent time, while such breach or condition
giving rise to such right continues.

9. INDEPENDENT CONTRACTORS. The parties are independent contractors.

Nothing in this Agreement shall be construed to place the parties in the relationship of joint venturers,
partners, or principal and agent.

10. ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the entire

agreement between the parties. No agreements, representations, or understandings, whether oral or
written, concerning the subject matter herein have been made by the parties other than as set forth in
this Agreement. No changes, waivers, alterations, modifications or qualifications to the terms of this
Agreement shall be made or be binding unless made in writing and signed by each of the parties.

11. GOVERNING LAW. This Agreement shall be governed by the laws of the State of
Washington.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first above written.

Acumatica, Inc. Carlos Manuel Macedo das Neves

By: By:
Todd Inslee, Corporate Counsel Carlos Neves General Manager