Non-Disclosure Agreement

Parties

This Non-Disclosure Agreement ("Agreement") is made and entered into between:

Effective Date: Date of last signature or electronic acceptance

1. Purpose

The parties wish to explore and/or engage in a potential business relationship including but not limited to: enterprise licensing of ABIS (Allworkss Business Intelligence Suite), API integration, data partnership, investment discussions, or commercial collaboration (the "Purpose"). In connection with the Purpose, each party may disclose Confidential Information to the other.

2. Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by a party in oral, written, electronic, or any other form that is designated as "Confidential" or that reasonably should be understood to be confidential, including but not limited to:

• ML model architectures, training data, algorithms, and proprietary scoring methodologies
• Source code, API specifications, system architecture, database schemas
• Business plans, pricing strategies, customer lists, revenue figures
• Marketing strategies, product roadmaps, unreleased features
• Trade secrets, know-how, and intellectual property
• Any Customer data processed through ABIS (Allworkss Business Intelligence Suite)

3. Obligations of the Receiving Party

The Receiving Party agrees to:

• Hold all Confidential Information in strict confidence using at least the same degree of care used to protect its own confidential information (minimum: reasonable care)
• Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party
• Use Confidential Information solely for the Purpose stated in this Agreement
• Limit access to Confidential Information to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than this Agreement
• Promptly notify the Disclosing Party upon discovery of any unauthorised disclosure or use of Confidential Information

4. Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly known through no breach of this Agreement by the Receiving Party
• Was rightfully known to the Receiving Party before disclosure without restriction
• Is independently developed by the Receiving Party without use of the Confidential Information
• Is required to be disclosed by law, court order, or government authority — provided the Receiving Party gives prompt prior notice to the Disclosing Party (to the extent legally permitted) and cooperates to seek a protective order

5. Intellectual Property

Nothing in this Agreement grants either party any rights in or to the other party's Confidential Information except as expressly set forth herein. All Confidential Information remains the exclusive property of the Disclosing Party. No license, patent right, copyright, trademark, or other intellectual property right is granted by this Agreement.

6. Return / Destruction of Information

Upon written request by the Disclosing Party or upon termination of this Agreement, the Receiving Party shall within 14 days: (a) return all tangible materials containing Confidential Information; and (b) certify in writing that all electronic copies have been permanently deleted. Retention of Confidential Information required by law is permitted with written notice to the Disclosing Party.

7. Term

8. Remedies

The parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party is entitled to seek injunctive relief and other equitable remedies without the requirement to post bond or other security, in addition to all other remedies available at law or in equity.

9. Governing Law & Disputes

10. Miscellaneous

• Entire Agreement: This NDA constitutes the entire agreement between the parties regarding confidentiality and supersedes all prior discussions
• Amendment: Only by written instrument signed by both parties
• Waiver: No waiver of any provision shall be effective unless in writing
• Severability: If any provision is unenforceable, the remaining provisions continue in full force
• No Agency: Neither party is an agent, partner, or joint venturer of the other

Execution