Purpose

It is the policy of ACS Technologies Group, Inc. (“ACST”) to control the sharing of sensitive company information with third-parties. This happens most often when ACST is in negotiations to acquire third-party services or products. If there is a need to exchange sensitive information and protect it from being shared with others, ACST will enter into a Non-disclosure Agreement ("NDA") with the third-party. NDA’s are legally binding agreements that state what information is to be exchanged, what limitations are for sharing it and how long those restrictions will stay in place.

Scope and Applicability

This policy applies to all ACST employees and contractors.

Procedures

It is only necessary to request a third-party sign an NDA when sensitive ACST information would need the protection of an NDA. Sensitive information includes:

• Customer data

• Source code

• Intellectual property

• Plans

• Financial data

If the answer is "Yes" to any of the following questions, an NDA will need to be executed:

1. Will the third-party need access to any ACST system (including cloud systems) that houses any of the data types described above?

2. Will ACST need to send the third-party any of the data types mentioned above?

3. Will the third-party share ACST data with any of their affiliates or third-parties?

All NDA requests should be submitted as Legal / Due Diligence requests.

• If you are submitting the third-party's NDA for signature, select Contract Review.

• If you are requesting that we send the third-party our NDA, select Other.

While ACST prefers to use our NDA, if a third-party asks that we sign their NDA, Risk Management will ensure that it is reviewed and that terms are favorable to ACST.

All NDA's are signed by the Chief Ventures Officer.

Variance Processes

The Chief Ventures Officer is responsible for the review, documentation, and management of any and all exceptions to this policy.