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.

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, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

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.

Except for the Owner's willful and malicious misconduct, the Owner shall not be liable to the Recipient for any loss or damage which may be suffered by the Recipient which is claimed to result from the use of the Confidential Information or from the Owner's performance or nonperformance of its obligations hereunder, regardless of whether the form of action is in contract, tort, or otherwise.

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 (the "Indemnifying Party") agrees to defend, indemnify, and hold harmless the other party (the "Indemnified Party") from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, incurred by the Indemnified Party, arising out or resulting from any claim of a third party, or of the Indemnifying Party's breach of any representation, warranty, or obligation under this Agreement.

IX. ATTORNEY'S FEES

In any legal action brought to enforce this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney's fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

X. TERM

The obligations of this Agreement shall survive until such time as all Confidential Information disclosed hereunder becomes publicly known and made generally available through no action or inaction of the Recipient. The Recipient's duty to hold the Confidential Information in confidence shall remain in effect until such Confidential Information no longer qualifies as a trade secret or until the Owner sends the Recipient written notice releasing the Recipient from this Agreement, whichever occurs first.

XI. GENERAL PROVISIONS

A. Understanding. The Recipient represents and warrants that the Recipient has read this Agreement, understands it, and agrees to be bound by its terms and conditions. The Recipient also agrees that this Agreement is the complete and exclusive statement of the agreement between the parties, which supersedes all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter of this Agreement.

B. Amendments. This Agreement may not be amended, nor any obligation waived, unless such amendment or waiver is in writing and signed by both parties.

C. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, United States of America, without regard to its conflict of law principles. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts of Sheridan County, Wyoming.

D. Assignability. The Recipient may not assign this Agreement or any rights or obligations hereunder, in whole or in part, without the prior written consent of the Owner.

E. Severability. If any provision of this Agreement is found to be unenforceable or invalid, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

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" and Valley Of Digital as of November 26, 2025.