Ticonderoga
Systems Holdings

1. Parties

This Mutual Non-Disclosure Agreement ("Agreement") is entered into between Ticonderoga Systems Holdings LLC, a Colorado limited liability company ("TSH"), and the undersigned prospective client ("Receiving Party"), collectively referred to as the "Parties."

2. Purpose

The Parties wish to explore a potential business relationship (the "Purpose"). In connection with this Purpose, each Party may disclose or receive certain confidential, proprietary, or trade secret information.

3. Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by either Party, including but not limited to: business plans, financial projections, platform architecture, client lists, software systems, behavioral analytics data, hub deployment strategies, and any information designated as confidential at the time of disclosure.

4. Obligations

Each Receiving Party agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without prior written consent; (c) use Confidential Information solely for evaluation of the Purpose; (d) employ reasonable security measures to protect Confidential Information.

5. Term

This Agreement shall remain in effect for a period of two (2) years from the date of execution. Obligations with respect to trade secrets shall survive indefinitely.

6. Exclusions

Obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known prior to disclosure; (c) is independently developed; or (d) is required to be disclosed by law.

7. No License

Nothing in this Agreement grants any right or license to any intellectual property of TSH, including without limitation the Ticonderoga Protocol, DAP Engine, or any proprietary platform components.

8. Governing Law

This Agreement shall be governed by the laws of the State of Colorado. Any disputes shall be resolved in Moffat County, Colorado.

9. Entire Agreement

This Agreement constitutes the entire understanding between the Parties with respect to its subject matter and supersedes all prior negotiations or representations.