NON-DISCLOSURE AGREEMENT

Project Discussion

The Owner has requested and the Recipient agrees that the Recipient will protect the confidential material and information which may be disclosed between the Owner and the Recipient. Therefore, the parties agree as follows:

I. CONFIDENTIAL INFORMATION

The term "Confidential Information" means any information or material which is proprietary to the Owner, whether or not owned or developed by the Owner, which is not generally known other than by the Owner, and which the Recipient may obtain through any direct or indirect contact with the Owner. The nature and manner of disclosure should make it clear to a reasonable person that the information is confidential.

Without limiting the foregoing, Confidential Information shall include:

• business records and plans
• trade secrets
• technical data
• product ideas
• contracts
• financial information
• pricing structure
• discounts
• computer programs and listings
• source code and/or object code
• copyrights and intellectual property
• inventions
• sales leads
• strategic alliances
• partners
• customer and client lists

"Confidential Information" does not include:

A. matters of public knowledge that result from disclosure by the Owner;
B. information rightfully received by the Recipient from a third party without a duty of confidentiality;
C. information independently developed by the Recipient;
D. information disclosed by operation of law;
E. information disclosed by the Recipient with the prior written consent of the Owner; and any other information that both parties agree in writing is not confidential.

II. PROTECTION OF CONFIDENTIAL INFORMATION

The Recipient understands and acknowledges that the Confidential Information has been developed or obtained by the Owner by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of the Owner which provides the Owner with a significant competitive advantage, and needs to be protected from improper disclosure.

In consideration of the parties' discussions and any access the Recipient may have to Confidential Information, the Recipient agrees as follows:

III. UNAUTHORIZED DISCLOSURE OF INFORMATION - INJUNCTION

If it appears that the Recipient has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, the Owner shall be entitled to an injunction to restrain the Recipient from disclosing, in whole or in part, such Confidential Information. The Owner shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

IV. RETURN OF CONFIDENTIAL INFORMATION

Upon the written request of the Owner, the Recipient shall return to the Owner all written materials containing the Confidential Information. The Recipient shall also deliver to the Owner written statements signed by the Recipient certifying that all materials have been returned within five (5) days of receipt of the request.

V. RELATIONSHIP OF PARTIES

Neither party has an obligation under this Agreement to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create or imply any agency, partnership, or joint venture.

VI. NO WARRANTY

The Recipient acknowledges and agrees that the Confidential Information is provided on an "AS IS" basis. The owner makes no warranties, express or implied, with respect to the confidential information and hereby expressly disclaims any and all implied warranties of merchantability and fitness for a particular purpose. In no event shall the owner be liable for any direct, indirect, special, or consequential damages in connection with or arising out of the performance or use of any portion of the confidential information, except where information provided by the owner was malafide. The Owner does not represent or warrant that any product or business plans disclosed to the Recipient will be marketed or carried out as disclosed, or at all. Any actions taken by the Recipient in response to the disclosure of the Confidential Information shall be solely at the risk of the Recipient.

VII. LIMITED LICENSE TO USE

The Recipient shall not acquire any intellectual property rights under this Agreement except the limited right to use set out above. The Recipient acknowledges that, as between the Owner and the Recipient, the Confidential Information and all related intellectual property rights, are (and at all times will be) the property of the Owner, even if suggestions, comments, or other feedback from the Recipient are incorporated into the Confidential Information or related materials during the period of this Agreement.

VIII. INDEMNITY

Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third-party claims, demands, liabilities, costs and expenses, including reasonable attorney's fees, costs and expenses resulting from the indemnifying party's material breach of any duty, representation, or warranty under this Agreement.

IX. ATTORNEY'S FEES

In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees and costs.

X. TERM

The obligations of this Agreement shall survive from the Effective Date or until the Owner sends the Recipient written notice releasing the Recipient from this Agreement.

XI. GENERAL PROVISIONS

This Agreement sets forth the entire understanding of the parties regarding confidentiality. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of Ontario, Canada. This Agreement shall not be assignable by either party. Neither party may delegate its duties under this Agreement without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force and effect at all times in accordance with the term of this Agreement. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.

XII. WHISTLEBLOWER PROTECTION

Notwithstanding any other provision of this Agreement, the Recipient may disclose Confidential Information to the extent required by law or court order, provided that the Recipient provides the Owner with prompt notice of such requirement and cooperates with the Owner in any efforts to prevent or limit such disclosure. Additionally, nothing in this Agreement shall prevent the Recipient from reporting possible violations of federal law or regulation to any governmental agency or entity, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. The Recipient does not need the prior authorization of the Owner to make any such reports or disclosures and is not required to notify the Owner that such reports or disclosures have been made.

XIII. SIGNATORIES

This Agreement shall be executed by The Owner in the manner prescribed by law as of November 26, 2025, and Valley Of Digital, and delivered.