MUTUAL NON-DISCLOSURE AGREEMENT

1. Parties and Purpose

This Mutual Non-Disclosure Agreement (the “Agreement”) is entered into by Project OTY, LLC, an Oregon limited liability company (“Project OTY”), and the individual or entity identified in the signature block (“Other Party”). Each is a “Party” and together they are the “Parties.” Either Party may disclose or receive Confidential Information. The Parties wish to evaluate or discuss an actual or potential business, investment, advisory, technology, product-development, service, commercial, or other professional relationship (the “Purpose”). The Effective Date is the date of the last signature below.

2. Confidential Information

“Confidential Information” means nonpublic information disclosed or made available by or on behalf of one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), before or during discussions under this Agreement, in oral, written, visual, electronic, demonstrative, or other form, that is identified as confidential or reasonably should be understood to be confidential in light of its nature or the circumstances of disclosure. It includes business plans, strategies, forecasts, financials, fundraising and investment materials, pricing, customer and partner information, marketing plans, curriculum and educational methods, research, inventions, trade secrets, software, source code, prototypes, designs, product roadmaps, technical architecture, AI systems and workflows, prompts, algorithms, data models, proprietary processes, and information regarding contemplated transactions. It also includes notes, analyses, copies, extracts, and summaries to the extent they contain or reveal such information. The existence and nonpublic substance of discussions between the Parties are Confidential Information unless otherwise agreed in writing.

3. Exclusions

Confidential Information excludes information the Receiving Party can demonstrate through reasonable records: (a) was lawfully known to it without confidentiality restriction before disclosure; (b) becomes publicly available without breach of this Agreement by the Receiving Party or its Representatives; (c) is lawfully received from a third party not known, after reasonable inquiry where warranted, to owe a duty of confidentiality; (d) is independently developed without use of or reference to Confidential Information; or (e) is expressly approved for release in writing by the Disclosing Party.

4. Permitted Use and Safeguards

The Receiving Party shall use Confidential Information solely for the Purpose and shall not disclose it except to its employees, officers, directors, professional advisers, contractors, and prospective financing sources (collectively, “Representatives”) who have a legitimate need to know for the Purpose and are bound by professional duties or written confidentiality obligations at least reasonably protective of the information. The Receiving Party shall exercise at least reasonable care, and no less than the care it uses for its own comparably sensitive information, to prevent unauthorized access, use, or disclosure. It is responsible for breaches by its Representatives to whom it discloses Confidential Information. The Receiving Party shall promptly notify the Disclosing Party after becoming aware of any material unauthorized use or disclosure and reasonably cooperate to mitigate harm.

5. Intellectual Property; Restrictions

Each Party retains all right, title, and interest in its preexisting and independently developed intellectual property and Confidential Information. No license, assignment, transfer, or other right is granted by disclosure except the limited right to use Confidential Information for the Purpose. Except with prior written authorization, the Receiving Party shall not exploit, commercialize, publish, distribute, or use the Disclosing Party’s Confidential Information to develop or market a competing product or service outside the Purpose. The Receiving Party shall not reverse engineer, decompile, or disassemble confidential software, prototypes, or technical materials supplied by the Disclosing Party, except to the extent such restriction is prohibited by applicable law. This Agreement does not determine ownership of any commissioned deliverables, joint developments, improvements, or inventions; those matters require a separate written agreement. General skills, knowledge, and experience retained without deliberate memorization of Confidential Information are not restricted, provided Confidential Information is not used or disclosed.

6. Required Disclosure

If disclosure is required by law, regulation, subpoena, or court order, the Receiving Party may disclose only the portion legally required and, to the extent legally permitted, shall give reasonably prompt advance notice and reasonable cooperation, at the Disclosing Party's expense, in seeking confidential treatment or other protection.

7. Return or Destruction

Upon written request, the Receiving Party shall reasonably promptly return or destroy Confidential Information in its possession or control, including copies and summaries, and confirm compliance upon request. It may retain one archival copy to meet legal, regulatory, insurance, or bona fide recordkeeping requirements, and information contained in routine backup systems that cannot reasonably be isolated for deletion, provided retained information remains protected and is not used for another purpose.

8. Publicity

Neither Party may issue a public announcement about the Parties' relationship or use the other Party's name, trademarks, or logo in publicity, endorsements, or promotional materials without prior written consent, except as required by law. This restriction does not prevent confidential disclosures to Representatives permitted under Section 4.

9. Term and Survival

This Agreement continues for three (3) years after the Effective Date unless earlier terminated by either Party upon written notice. Termination does not affect obligations concerning Confidential Information previously disclosed. For each disclosure, confidentiality and restricted-use obligations continue for three (3) years after that disclosure; however, information qualifying as a trade secret under applicable law remains protected for so long as it continues to qualify as a trade secret. Nothing requires either Party to continue disclosing information or retain materials.

10. No Obligation; No Warranty

Neither Party is required to disclose information, proceed with a transaction, or enter into a further relationship. Except for a Disclosing Party's representation that it is authorized to make the disclosure, Confidential Information is provided "AS IS," without warranties of accuracy, completeness, or fitness for a particular purpose.

11. Remedies

Each Party acknowledges that unauthorized use or disclosure may cause harm for which money damages may be inadequate. Subject to applicable law and proof of the requirements for relief, the injured Party may seek injunctive or other equitable relief in addition to other available remedies. Nothing in this Agreement guarantees any particular remedy.

12. Governing Law and Disputes

Oregon law governs this Agreement, without regard to conflicts-of-law principles. Subject to applicable jurisdictional requirements, the Parties consent to the exclusive jurisdiction of the state courts located in Washington County, Oregon, and the United States District Court for the District of Oregon, for disputes arising from this Agreement. Each Party bears its own legal fees unless a court orders otherwise under applicable law.

13. Miscellaneous

This Agreement is the entire agreement concerning its subject matter and supersedes prior confidentiality discussions or proposals concerning the same disclosures, but does not supersede any separate written agreement that expressly governs particular information or work. Amendments and waivers must be in writing and signed by the affected Parties. Failure to enforce a provision is not a waiver. If any provision is unenforceable, the remainder remains effective to the extent permitted by law. Neither Party may assign this Agreement without the other Party's prior written consent, except to a successor in a merger or sale of substantially all relevant assets that assumes the obligations hereunder. No partnership, employment, agency, fiduciary relationship, or exclusivity is created. Notices under this Agreement must be sent to the email or mailing addresses specified in the signature block (as updated by written notice), and are effective upon confirmed receipt.

14. Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, including electronic counterparts, each deemed an original and together constituting one agreement. The Parties agree to use electronic records and signatures for this Agreement when they affirmatively elect electronic signing, and intend such signatures to bind them to the same extent as handwritten signatures, subject to applicable law. The Parties may instead print and sign paper counterparts. The electronic signing system may retain a record of consent, attribution, timestamps, and the executed document.

15. Signatures

By signing, each individual represents that they are signing personally or are authorized to bind the entity identified below.

Effective Date: date of last signature.