Mutual Non-Disclosure Agreement

1. Purpose

The Parties wish to evaluate and discuss a potential business relationship involving product, technical, architecture, AI, cybersecurity, compliance, implementation, and related service opportunities, including potential support for a guided cybersecurity assistant / SLM-based solution and related platform capabilities (the "Purpose").

2. Definition of Confidential Information

"Confidential Information" means any non-public, proprietary, technical, business, financial, commercial, legal, product, operational, customer, vendor, security, compliance, or strategic information disclosed by or on behalf of one Party ("Disclosing Party") to the other Party ("Receiving Party"), whether disclosed orally, visually, electronically, in writing, or by inspection, including without limitation:

• product concepts, roadmaps, requirements, specifications, workflows, prompts, datasets, evaluation methods, model architectures, system designs, integrations, and deployment plans;
• software, source code, object code, APIs, scripts, tools, notebooks, documentation, diagrams, and prototypes;
• cybersecurity, risk, GRC, compliance, control-mapping, vendor-matching, onboarding, triage, reporting, and recommendation logic;
• pricing, revenue models, go-to-market plans, customer pipelines, partner lists, investor materials, and business strategies;
• security practices, controls, incidents, vulnerabilities, assessments, audit materials, and remediation plans;
• any notes, summaries, analyses, derivatives, or other materials prepared by the Receiving Party that contain or reflect such information.

Confidential Information also includes the existence of the Parties' discussions, the fact that information has been shared, and the status or terms of any proposed engagement.

3. Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate by written records:

• was already lawfully known to the Receiving Party without restriction before disclosure by the Disclosing Party;
• was or becomes publicly available through no breach of this Agreement;
• was lawfully received from a third party without breach of any duty of confidentiality; or
• was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

4. Use Restrictions

The Receiving Party shall:

• use the Confidential Information solely for the Purpose;
• not disclose Confidential Information to any third party except as expressly permitted by this Agreement;
• not reverse engineer, decompile, disassemble, or otherwise attempt to derive underlying structure, logic, models, training methods, or proprietary workflows from any disclosed software, systems, prompts, outputs, or materials, except to the extent such restriction is prohibited by law;
• not use the Confidential Information to compete with, circumvent, or replicate the Disclosing Party's business, product, or service offerings;
• not use the Confidential Information to develop, train, fine-tune, validate, or improve any model, product, service, or internal tool, except as expressly authorized in writing by the Disclosing Party.

5. Permitted Recipients

The Receiving Party may disclose Confidential Information only to its employees, officers, directors, contractors, advisors, and affiliates who:

• have a strict need to know the information for the Purpose; and
• are bound by confidentiality obligations at least as protective as those in this Agreement.

Recipient represents that the following individuals are expected to participate in the evaluation process: Paris A. Burhen and Vasanth Ravula. Recipient remains fully responsible for any breach of this Agreement by its permitted recipients.

6. Standard of Care

The Receiving Party shall protect the Confidential Information using at least reasonable care, and in no event less than the degree of care it uses to protect its own confidential information of a similar nature.

7. Mandatory Security Handling

Without limiting the foregoing, the Receiving Party shall:

• store Confidential Information only in reasonably secure systems with access controls;
• limit internal access to authorized personnel;
• not upload Confidential Information into public or consumer AI tools, shared model-training environments, or external platforms in a manner that permits retention, training, or reuse by third parties, unless the Disclosing Party gives prior written consent;
• promptly notify the Disclosing Party of any unauthorized access, disclosure, loss, or security incident affecting Confidential Information.

8. Compelled Disclosure

If the Receiving Party is required by law, regulation, subpoena, or court order to disclose Confidential Information, it shall, to the extent legally permitted:

• promptly notify the Disclosing Party in writing before disclosure; and
• reasonably cooperate, at the Disclosing Party's expense, in seeking a protective order or other appropriate remedy.

The Receiving Party may disclose only the minimum portion of Confidential Information legally required.

9. Ownership

All Confidential Information remains the sole property of the Disclosing Party. No license, assignment, transfer, or other right in any intellectual property, data, software, trademarks, trade secrets, inventions, models, or other proprietary rights is granted or implied by this Agreement except the limited right to review the Confidential Information solely for the Purpose.

10. No Obligation

Nothing in this Agreement obligates either Party to proceed with any transaction, partnership, development effort, commercial engagement, or other relationship. Either Party may discontinue discussions at any time.

11. Return or Destruction

Upon the earlier of (a) written request by the Disclosing Party, or (b) termination of discussions, the Receiving Party shall promptly:

• return or destroy all Confidential Information, including copies, extracts, notes, and derivative materials; and
• certify destruction in writing upon request.

Notwithstanding the foregoing, the Receiving Party may retain one archival copy solely for legal, regulatory, audit, or compliance purposes, subject to this Agreement.

12. Term and Survival

This Agreement begins on the Effective Date and continues for three (3) years, unless earlier terminated by either Party upon written notice.

The confidentiality, non-use, and protection obligations in this Agreement shall continue for five (5) years from the date of each disclosure; provided, however, that with respect to trade secrets, such obligations will continue for so long as the information remains a trade secret under applicable law.

13. Remedies

The Receiving Party acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be inadequate. Accordingly, the Disclosing Party is entitled to seek injunctive relief, specific performance, and any other remedies available at law or in equity, without the necessity of posting bond except as required by law.

14. No Warranty

All Confidential Information is provided "as is." Neither Party makes any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information, except as may be set forth in a definitive written agreement signed by both Parties.

15. Non-Solicitation of Opportunity

For a period of twelve (12) months from the Effective Date, Recipient shall not use Confidential Information to bypass, circumvent, or directly pursue Value Aligners customers, partners, vendors, investors, or strategic opportunities introduced or identified through these discussions, except with Value Aligners' prior written consent.

16. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict-of-laws principles.

17. Venue

Any legal action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the venue entered above, and each Party consents to the personal jurisdiction of such courts.

18. Federal Trade Secrets Notice

Pursuant to 18 U.S.C. Section 1833(b), an individual shall not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret that:

• is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or
• is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose a trade secret to the individual's attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.

19. General

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous discussions on that subject. Any amendment must be in writing and signed by both Parties. If any provision is held unenforceable, the remaining provisions will remain in full force and effect. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original.