Mutual Non-Disclosure Agreement

Effective Date: May 3, 2026

This Mutual Non-Disclosure Agreement ("Agreement") is entered into between Sage Ideas LLC, a Florida limited liability company with its principal place of business in Orlando, Florida ("Sage Ideas"), and the party identified below or in a countersigned cover page ("Counterparty"). Sage Ideas and Counterparty are each referred to individually as a "Party" and collectively as the "Parties."

1. Purpose

The Parties wish to explore a potential business relationship or are engaged in an ongoing business relationship (the "Purpose"). In connection with the Purpose, each Party may disclose to the other certain non-public, proprietary, and confidential information. This Agreement establishes the terms under which such disclosures will be made and protected.

2. Definition of Confidential Information

2.1 What Is Covered

"Confidential Information" means any non-public information disclosed by one Party ("Disclosing Party") to the other ("Receiving Party") in connection with the Purpose that: (a) is designated as "confidential," "proprietary," or similarly marked at the time of disclosure; (b) is disclosed orally and identified as confidential at the time of disclosure and summarized in writing within 10 business days; or (c) by its nature a reasonable person would understand to be confidential under the circumstances of disclosure.

Confidential Information includes, without limitation:

• Business plans, financial projections, and pricing structures
• Technical architecture, source code, algorithms, and system designs
• Product roadmaps, unreleased features, and research and development
• Client lists, vendor relationships, and partnership terms
• Marketing strategies and competitive intelligence
• Personnel information and compensation structures
• Any information shared during or in connection with proposals, discovery calls, and project work

2.2 Exclusions

Information is not Confidential Information if the Receiving Party can demonstrate by written evidence that it:

(a) Is or becomes publicly available through no breach of this Agreement by Receiving Party;

(b) Was already known to Receiving Party prior to disclosure, without restriction, as evidenced by contemporaneous written records;

(c) Was independently developed by Receiving Party without reference to or use of the Disclosing Party's Confidential Information; or

(d) Was disclosed to Receiving Party by a third party who had the legal right to make the disclosure without restriction.

3. Obligations of Receiving Party

Each Receiving Party agrees to:

(a) Use Confidential Information solely for the Purpose and for no other purpose;

(b) Protect Confidential Information using at least the same degree of care it applies to its own confidential information of similar sensitivity — and in any event, no less than reasonable care — to prevent unauthorized use, disclosure, or access;

(c) Limit access to Confidential Information to its own employees, contractors, and professional advisors who: (i) have a need to know it for the Purpose; and (ii) are bound by confidentiality obligations at least as protective as this Agreement;

(d) Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except as permitted under Section 4; and

(e) Promptly notify the Disclosing Party in writing upon discovering any unauthorized use, disclosure, or access to Confidential Information, and cooperate with Disclosing Party's reasonable efforts to contain and remediate any such incident.

4. Permitted Disclosures

A Receiving Party may disclose Confidential Information:

(a) To professional advisors (attorneys, accountants, financial advisors) who are bound by professional duty or written confidentiality obligations to maintain its confidentiality;

(b) As required by law, regulation, or valid legal process (e.g., court order, subpoena, or government demand), provided the Receiving Party: (i) gives the Disclosing Party prompt written notice before disclosure (to the extent legally permitted); (ii) cooperates with Disclosing Party's efforts to obtain a protective order or other appropriate relief; and (iii) discloses only that portion of the Confidential Information legally required; or

(c) With the prior written consent of the Disclosing Party.

5. Term

This Agreement is effective as of the Effective Date and remains in effect for a period of 2 years ("Term"), unless earlier terminated by mutual written agreement.

Confidentiality obligations with respect to information disclosed during the Term will survive for 2 years after expiration or termination of this Agreement. Confidentiality obligations with respect to trade secrets survive for as long as the information qualifies as a trade secret under applicable law.

6. Return or Destruction of Confidential Information

Upon the earlier of: (a) the Disclosing Party's written request; or (b) expiration or termination of this Agreement, the Receiving Party will, at the Disclosing Party's election:

• Return all tangible materials containing Confidential Information to the Disclosing Party; or
• Destroy all such materials (including electronic copies) and certify in writing that destruction has been completed.

Notwithstanding the foregoing, Receiving Party may retain copies of Confidential Information: (i) in routine electronic backup systems, provided such copies are not actively accessed for purposes other than backup; or (ii) to the extent required by applicable law or regulation.

7. No License

Nothing in this Agreement grants either Party any license, right, or interest in the other Party's Confidential Information, intellectual property, or technology beyond what is expressly stated. Disclosure of Confidential Information does not obligate either Party to enter into any further agreement or business relationship.

8. Mutual Nature

This Agreement is mutual. Both Parties may act as a Disclosing Party and a Receiving Party simultaneously. No term of this Agreement should be construed to create a one-sided obligation. Each Party's rights and duties under this Agreement are identical in kind.

9. Equitable Relief

The Parties acknowledge that breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Each Party therefore agrees that the other Party is entitled to seek injunctive or other equitable relief to prevent or remedy a breach, without posting bond or proving actual damages, in addition to any other remedies available at law or equity.

10. Governing Law and Venue

This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-laws principles. Any dispute arising from this Agreement that the Parties cannot resolve informally will be brought exclusively in the state or federal courts located in Orange County, Florida. Both Parties consent to personal jurisdiction in those courts.

11. Miscellaneous

11.1 Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes any prior or contemporaneous agreements, representations, or understandings relating to confidentiality in connection with the Purpose.

11.2 Amendments

No amendment to this Agreement is valid unless made in writing and signed by both Parties.

11.3 Severability

If any provision is held unenforceable or invalid, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, without affecting the remaining provisions.

11.4 Waiver

Failure to enforce any provision of this Agreement is not a waiver of the right to enforce it later. Any waiver must be in writing to be effective.

11.5 No Assignment

Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign to a successor entity in connection with a merger, acquisition, or sale of substantially all of its business assets, provided the assignee agrees in writing to be bound by this Agreement.

11.6 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, and electronic signatures (including DocuSign, PDF signature, or similar) are fully binding and have the same legal effect as original signatures.

11.7 No Obligation to Proceed

Nothing in this Agreement obligates either Party to enter into any further business relationship, share any particular information, or complete any transaction. Either Party may discontinue discussions at any time without obligation.

12. Signatures

By signing below, the Parties agree to be bound by the terms of this Mutual Non-Disclosure Agreement.

SAGE IDEAS LLC

Signature: ___________________________

Printed Name: ________________________

Title: ________________________________

Date: _________________________________

Address: Sage Ideas LLC, Orlando, Florida Email: sage@sageideas.dev

COUNTERPARTY

Signature: ___________________________

Printed Name: ________________________

Title: ________________________________

Company: ____________________________

Address: _____________________________

Email: _______________________________

Date: _________________________________