This Confidentiality Agreement ("Agreement") is dated _____16/01/2026_______ (the "Effective Date") by and between ________________________________ and _______________________________ (collectively, the "Parties").

1. Background

The Parties intend to engage in discussions and negotiations concerning a possible business relationship or transaction. In the course of such discussions, it is anticipated that either party may disclose or deliver to the other party certain of its trade secrets or confidential or proprietary information. The Parties enter this Agreement to ensure the confidentiality of such information. The party disclosing information is the “Disclosing Party”; the receiving party is the “Recipient.”

2. Proprietary Information

“Proprietary Information” means all non-public, confidential, or proprietary information disclosed by the Disclosing Party, whether in writing, orally, visually, or otherwise, including trade secrets, business operations, and technical data, whether or not marked as confidential. It also includes information gained through observation. The Recipient agrees not to record,access, or remove any materials without written permission. Notification of any unauthorized use must be made immediately.

3. Use and Disclosure

The Recipient shall:

- Use the Proprietary Information solely for evaluating the business relationship.

- Not disclose such information except to its Representatives who need to know and are under confidentiality obligations at least as strict as this

Agreement.

- Remain responsible for any breach by its Representatives.

4. Exceptions

The Recipient has no obligation for information that:

a) Is or becomes public through no fault of Recipient;

b) Is lawfully known by the Recipient before disclosure;

c) Is disclosed by a third party legally;

d) Is independently developed without reference to the Proprietary Information;

e) Is required by law or court order (with prior notice to Disclosing Party, if lawful).

5. Ownership

All Proprietary Information remains the sole property of the Disclosing

Party. No licenses or rights are granted.

6. Return or Destruction

Upon written request, the Recipient will promptly return or destroy all Proprietary Information. One archival copy may be retained for compliance purposes only.

7. No Obligation to Proceed

Nothing in this Agreement obligates either Party to enter into any business relationship.

8. Miscellaneous

a) Each Party is aware that securities laws prohibit misuse of material, non-public information.

b) This Agreement supersedes all prior agreements.

c) Binding upon successors and assigns.

d) Governed by the laws of the State of ____________.

e) Breach of this Agreement may result in injunctive relief.

f) This Agreement expires two years from the Effective Date, but confidentiality survives for five years.

g) May be executed electronically and in counterparts.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the

Effective Date.

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