Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (this “Agreement”) is entered into as of the date of the last signature below (the “Effective Date”), by and between:

Mataki Labs LLC, a Wyoming limited liability company, doing business as Fairlead (“Fairlead”); and

__________________________________ (“Counterparty”).

Fairlead and Counterparty are each a “Party” and collectively the “Parties.”

The Parties wish to explore a potential business relationship (the “Purpose”) and, in connection therewith, may disclose Confidential Information to each other. The Parties agree as follows:

1. Confidential Information

1.1 “Confidential Information” means all non-public information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”) in connection with the Purpose, whether disclosed orally, in writing, electronically, or by inspection, that is either: (a) designated as “confidential” or with a similar marking; or (b) information that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

1.2 Confidential Information includes, without limitation: business plans, product roadmaps, financial data, pricing, customer lists, technical data, source code, algorithms, architecture, security assessments, exchange configurations, bidding strategies, publisher floor price data, advertiser targeting parameters, auction mechanics, API designs, and the existence and terms of this Agreement and any discussions between the Parties.

2. Obligations

2.1 The Receiving Party will: (a) hold the Disclosing Party’s Confidential Information in strict confidence; (b) not disclose it to any third party except as permitted in Section 2.2; (c) use it solely for the Purpose; and (d) protect it using at least the same degree of care it uses for its own confidential information, but no less than a reasonable degree of care.

2.2 The Receiving Party may disclose Confidential Information to its employees, contractors, advisors, and affiliates who: (a) have a need to know for the Purpose; and (b) are bound by confidentiality obligations no less protective than this Agreement. The Receiving Party is responsible for any breach by its recipients.

3. Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party before disclosure without restriction; (c) is received from a third party without restriction and without breach of any confidentiality obligation; or (d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

4. Compelled Disclosure

If the Receiving Party is legally compelled to disclose Confidential Information, it will: (a) provide prompt written notice to the Disclosing Party to the extent legally permitted; (b) cooperate with the Disclosing Party’s reasonable efforts to seek a protective order; and (c) disclose only what is legally required.

5. Return or Destruction

Upon the Disclosing Party’s written request or upon termination of this Agreement, the Receiving Party will promptly return or destroy all Confidential Information and certify such destruction in writing. The Receiving Party may retain copies required by law or in automated backup systems, subject to ongoing confidentiality obligations.

6. No Obligations

Nothing in this Agreement: (a) obligates either Party to enter into any further agreement or transaction; (b) grants either Party any rights in the other’s intellectual property; or (c) creates a partnership, joint venture, agency, or employment relationship.

7. Remedies

Each Party acknowledges that unauthorized disclosure of Confidential Information may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction without the requirement of posting a bond or proving actual damages.

8. Term

This Agreement is effective for a period of two (2) years from the Effective Date, unless terminated earlier by either Party upon thirty (30) days’ written notice. The confidentiality obligations with respect to Confidential Information disclosed during the term will survive termination for a period of three (3) years, or, with respect to trade secrets, for so long as such information remains a trade secret under applicable law.

9. General

9.1 Governing Law. This Agreement is governed by the laws of the State of Wyoming, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

9.2 Dispute Resolution. Any dispute arising out of or relating to this Agreement that cannot be resolved through good-faith negotiation within thirty (30) days will be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. The arbitration will be conducted by a single arbitrator and held in Cheyenne, Wyoming, or at such other location as the Parties may mutually agree. For purposes of injunctive relief under Section 7, each Party consents to the exclusive jurisdiction of the state and federal courts located in Laramie County, Wyoming.

9.3 Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements relating thereto.

9.4 Amendments. This Agreement may be amended only by a written instrument signed by both Parties.

9.5 Assignment. Neither Party may assign this Agreement without the other’s written consent, except in connection with a merger, acquisition, or sale of all or substantially all of its assets.

9.6 Severability. If any provision is held unenforceable, the remaining provisions remain in effect.

9.7 Counterparts. This Agreement may be executed in counterparts. Electronic signatures are deemed original signatures.

9.8 Notices. All notices under this Agreement will be in writing and sent to the addresses specified on the signature page below. Notices to Fairlead should also be sent to legal@fairlead.dev.