Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (the "Agreement") is made and entered into as of April 15, 2026 (the "Effective Date"), by and between XXXX SYLSA LLC ("Company A") and XXX SCIMAX ("Company B"). Each may be referred to individually as a "Party" or collectively as the "Parties."

1. Purpose

The Parties wish to explore a potential business relationship in connection with the XXX SCIMAX UX Revamp Project and related technology services (the "Purpose"). In connection with the Purpose, each Party may disclose to the other certain confidential and proprietary information.

2. Definition of Confidential Information

"Confidential Information" means any and all technical and non-technical information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally, in writing, or by inspection of tangible objects, which is designated as "Confidential" or which reasonably should be understood to be confidential given the nature of the information. Confidential Information includes, but is not limited to, trade secrets, software architecture, user databases, UI wireframes, source code, financial data, APIs, and business plans.

3. Exclusions from Confidentiality

Confidential Information shall not include any information that the Receiving Party can prove:

• Was in the public domain at the time it was disclosed or has entered the public domain through no fault of the Receiving Party;
• Was known to the Receiving Party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure;
• Is disclosed with the prior written approval of the Disclosing Party; or
• Is independently developed by the Receiving Party without any use of or reference to the Disclosing Party's Confidential Information.

4. Obligations of Receiving Party

The Receiving Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the Disclosing Party. Without limiting the foregoing, the Receiving Party shall take at least those measures that it takes to protect its own most highly confidential information and shall ensure that its employees who have access to Confidential Information have signed a non-use and non-disclosure agreement in content similar to the provisions hereof.

5. No License

Nothing in this Agreement is intended to grant any rights to either Party under any patent, mask work right, or copyright of the other Party, nor shall this Agreement grant any Party any rights in or to the Confidential Information of the other Party except as expressly set forth herein. All Confidential Information remains the sole property of the Disclosing Party.

6. Compelled Disclosure

If the Receiving Party is legally compelled by court order, subpoena, or administrative process to disclose any Confidential Information, it will provide the Disclosing Party with prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy. If such protective order or other remedy is not obtained, the Receiving Party agrees to furnish only that portion of the Confidential Information that is legally required and to exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to the Confidential Information.

7. Return of Materials

Upon the written request of the Disclosing Party, or upon the termination of discussions regarding the Purpose, the Receiving Party shall promptly return or, at the Disclosing Party's option, permanently destroy all physical and digital copies of the Confidential Information and provide a written certification of destruction signed by an authorized officer of the Receiving Party.

8. Term

The obligations of confidentiality and non-use under this Agreement shall survive for a period of five (5) years from the date of disclosure of the applicable Confidential Information, except with respect to trade secrets, for which the obligations shall survive indefinitely until such information is no longer considered a trade secret under applicable law.

9. Remedies

The Receiving Party agrees that any violation or threatened violation of this Agreement may cause irreparable injury to the Disclosing Party, entitling the Disclosing Party to seek injunctive relief in addition to all legal and equitable remedies available. The Receiving Party agrees to indemnify the Disclosing Party for any damages or losses (including reasonable attorneys' fees) arising out of a breach of this Agreement.

10. Miscellaneous

11. Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument. Facsimile and electronic signatures shall have the same legal effect as original signatures.

IN WITNESS WHEREOF, the Parties have executed this Mutual Non-Disclosure Agreement as of the Effective Date.