NON-DISCLOSURE AGREEMENT ("Agreement")

This Non-Disclosure Agreement ("Agreement") is entered into as of the date of electronic execution (the "Effective Date") by and between PvtyLabs ("Disclosing Party") and the individual identified above ("Recipient"). Disclosing Party and Recipient are collectively the "Parties" and individually a "Party".

1. Definition of Confidential Information

"Confidential Information" means any non-public information, in whatever form, disclosed or made available by Disclosing Party to Recipient, whether before or after the Effective Date, including but not limited to: products, prototypes, source code, object code, software builds, algorithms, data sets, models (including AI/ML models), system designs, architectures, APIs, formulas, inventions, discoveries, research plans, business plans, strategies, financial data, pricing, customer information, supplier information, marketing plans, roadmaps, intellectual property (whether registered, unregistered, or in progress), trade secrets, documentation, specifications, performance metrics, benchmarks, ideas, concepts, training materials, operational procedures, security practices, and any materials or outputs derived from or incorporating PvtyLabs proprietary content or licensed assets (including any content disclosed under the PvtyLabs license). Confidential Information also includes third-party information that Disclosing Party is obligated to keep confidential.

2. Exclusions

Confidential Information does not include information that Recipient can demonstrate by written records: (a) is or becomes publicly available without breach of this Agreement; (b) was lawfully in Recipient's possession without restriction prior to disclosure; (c) is independently developed without use of or reference to Confidential Information; or (d) is received from a third party without breach of any obligation of confidentiality.

3. Purpose and Limited Use

Recipient shall use Confidential Information solely for the purpose of evaluating, collaborating on, or performing authorized activities with PvtyLabs (the "Purpose"). No other use is permitted, including training competitive AI models, reverse engineering, decompiling, benchmarking for public disclosure, or derivative commercial exploitation, unless expressly authorized in a signed writing.

4. Non-Disclosure and Care

Recipient shall: (a) hold Confidential Information in strict confidence; (b) not disclose it to any third party without prior written consent; (c) implement safeguards at least as protective as those Recipient uses for its own confidential materials (and no less than reasonable care); and (d) promptly notify Disclosing Party of any unauthorized use or disclosure.

5. No License; Ownership

All Confidential Information and any derivatives remain the exclusive property of Disclosing Party. No license or rights (by implication, estoppel, or otherwise) are granted except the limited right to internally use Confidential Information for the Purpose. Recipient shall not obscure, alter, or remove any proprietary legends.

6. Compelled Disclosure

If Recipient is legally compelled to disclose Confidential Information, Recipient shall provide prompt written notice (unless legally prohibited) and cooperate, at Disclosing Party's expense, in seeking protective treatment. Only the minimum required portion shall be disclosed, and it shall remain Confidential Information for all other purposes.

7. Return / Destruction

Upon request or termination of discussions, Recipient shall promptly cease use and return or securely destroy all Confidential Information and certify destruction in writing, except for archival copies retained solely for compliance or legal purposes.

8. No Warranty

CONFIDENTIAL INFORMATION IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

9. Injunctive Relief

Unauthorized use or disclosure may cause irreparable harm. Disclosing Party is entitled to seek immediate equitable relief, in addition to any other remedies at law or equity, without the need to post bond.

10. Term & Survival

This Agreement commences on the Effective Date and continues for three (3) years, unless terminated earlier by written notice. Recipient's duty to protect trade secrets survives as long as such information remains a trade secret under applicable law. All restrictions on use and ownership provisions survive any termination.

11. Export & Compliance

Recipient shall comply with all applicable laws, including export controls, data protection statutes, and intellectual property laws, in handling Confidential Information.

12. No Assignment

Recipient may not assign or transfer this Agreement or any rights hereunder without prior written consent. Any attempted assignment in violation of the foregoing is void.

13. Entire Agreement; Amendments

This Agreement constitutes the entire agreement regarding its subject matter and supersedes all prior discussions. Amendments must be in a signed writing referencing this Agreement.

14. Governing Law

This Agreement is governed by the laws of the jurisdiction of principal operations of PvtyLabs, excluding conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15. Electronic Execution

Recipient agrees that electronic acceptance and signature (including drawn or typed signature) are valid and enforceable to the fullest extent permitted by law.

16. Severability

If any provision is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision shall be modified to best reflect the Parties' intent while being enforceable.

17. Counterparts

This Agreement may be executed in counterparts (including electronic / image / PDF format), each of which is deemed an original, together constituting one instrument.

BY SIGNING BELOW, RECIPIENT ACKNOWLEDGES THAT THEY HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT.