Investor ConfidentialityAgreement

Company: Disclosing Party: Company to be disclosed upon execution

Purpose: Investor evaluation for potential investment opportunity only.

"Confidential Information" means all non-public information disclosed by Company, including:

• Agentic AI models, algorithms, architecture, and source code
• Customer data, deployment metrics, and financial performance
• Business model, pricing, projections, and unit economics
• Market strategy, competitive positioning, and customer lists
• Anything marked "Confidential" or reasonably understood to be

Does NOT include information that is publicly available through no breach, was known before disclosure (documented), is independently developed, is rightfully received from third parties, or must be disclosed by law (with 10 days' notice to Company).

Investor may use Confidential Information ONLY to evaluate the investment opportunity, conduct due diligence, and brief its internal investment committee. Investor shall NOT disclose to competitors or portfolio companies, use for competitive benchmarking, share with media or analysts, reverse engineer or copy without consent, or use information for any purpose other than investment evaluation.

Investor shall protect Confidential Information using the same care it uses for its own confidential information, but no less than reasonable care. Investor shall limit access to authorized personnel, maintain physical and digital security, not print, screenshot, or photograph without consent, not store on cloud platforms or third-party services, ensure advisors sign confidentiality agreements, and be fully responsible for any breach by advisors.

Investor must disclose in writing any current investments in agentic AI or operational automation competitors, portfolio companies with customer overlap, or strategic partnerships with potential competitors. If conflicts exist, Company may restrict information or terminate evaluation.

Investor shall NOT alert competitors to Company's progress or metrics, use information to accelerate competitive threats, contact Company customers or partners based on disclosed information, benchmark Company against competing portfolio companies, or discuss Company strategy with industry competitors.

Duration: 4 years from Effective Date, plus indefinite protection for trade secrets.

Return/Destruction: Within 5 business days of request or non-investment decision, Investor shall return or destroy all Confidential Information and certify destruction in writing.

Investor acknowledges breach causes irreparable harm. Company is entitled to: immediate injunctive relief without bond; specific performance orders; monetary damages (actual, consequential, punitive); liquidated damages of $50,000 per unauthorized disclosure plus competitive harm damages; all attorney fees and court costs; and recovery of any valuation discount caused by disclosure.

This Agreement does not obligate either party to invest or proceed. Any investment requires separate definitive documentation. Investor's feedback may be used by Company without restriction or compensation.

This Agreement shall be governed by Wyoming law. Both parties consent to exclusive jurisdiction in Wyoming state courts. The prevailing party recovers all attorney fees and costs.

This is the entire agreement and supersedes all prior discussions. Modifications must be in writing and signed by both parties.

If any provision is invalid, remaining provisions continue in full force.

This may be executed in counterparts including DocuSign or electronic signature, each valid and binding.