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NON-DISCLOSURE AGREEMENT

This CONFIDENTIALITY AGREEMENT is made and entered into today, November 14^th, 2023 (“The Effective Date”), by and between CyberSheath Services International, LLC (CyberSheath) a Delaware Limited Liability Company with its principal place of business at 11710 Plaza America Drive, Suite 2000, Reston, VA 20190 and , with principal place of business at , , (“Company”) for the purpose of the discussing potential business opportunities. (the “Purpose”).

WHEREAS, Company has requested access to certain information regarding CyberSheath and CyberSheath has requested certain information regarding Company in connection with the party’s consideration of a possible business arrangements between them; and

WHEREAS, the parties acknowledge the confidential and proprietary nature of the materials to be furnished; and

WHEREAS, the parties are willing to provide such confidential and proprietary information to each other provided that each party agrees to hold and keep such information as confidential and to not use such information for any purpose other than evaluating a potential business arrangement.

NOW, THEREFORE, for and in consideration of the mutual promises and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, the parties agree as follows:

1. Confidential Material. The term "Confidential Material " means information and data relating to the Parties' technology, intellectual property, products, services or other business opportunities, in whatever form such information may be disclosed, including, without limitation: (i) product or service information, including designs and specifications, development plans, methodologies, technical approaches, patent applications, and strategy; (ii) marketing information, including lists of potential or existing customers or suppliers, marketing plans and surveys; (iii) computer software, including codes, flowcharts, algorithms, architectures, menu layouts, routines, report formats, data compilers and assemblers; (iv) financial information, including sales, pricing and revenue information; (v) proposal material and pricing information, including methodologies and technical approach; and if applicable, (vi) Government programmatic information and information concerning potential programs and its contractors. For Confidential Material exchanged in relation to a Government proposal or other Government opportunity, the parties shall treat the Proprietary Information in strict accordance with the Procurement Integrity Act. Under this Agreement, Confidential Material shall include, but not be limited to, derivative and residual forms of Confidential Material, as well as proprietary information of each party’s client(s) and licensors, all of which shall be treated in strict accordance with the provisions herein.

“Confidential Material” shall not include information which the Receiving Party can prove: (a) was previously in the possession of Receiving Party, provided that such information is not known to be subject to another confidentiality agreement with the Disclosing Party or a third party; (b) becomes generally available to the public as a result of a disclosure by a source other than the Receiving Party; (c) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or its advisors, provided that the Receiving Party reasonably believes that such source is not bound by a confidentiality agreement with respect to such information; (d) is independently developed by or for the recipient as evidenced by the recipient's own files and records; (e) is disclosed to third parties, including the U.S. Government, by the disclosing party on a non-confidential basis; or (f) that the Parties mutually agree in writing to release from the terms of this Agreement. The burden of proof that Confidential Material is subject to one of the above exclusions shall be borne by the party claiming such exemption.

2. Term. The term of this Agreement shall continue for a period of one (1) year from the effective date unless extended by mutual agreement of the parties or terminated by written notice. However, the obligation to protect proprietary information disclosed hereunder shall survive for a period of three (3) years after the expiration or termination of this Agreement. Either party may terminate this Agreement upon thirty (30) days written notice to the other party.

3. Use and Treatment of Confidential Material. Each party agrees that, during the Term of this Agreement and for a period of three (3) years from the expiration or termination of this Agreement, any Confidential Material received by the Receiving Party: (i) will remain the property of the Disclosing Party; (ii) will only be used solely for purposes of evaluating whether the parties should enter into a business arrangement; and (iii) that such information will be kept confidential by the Receiving Party and its affiliates, directors, officers, employees, representatives, and agents. Notwithstanding the foregoing sentence the Receiving Party may disclose Confidential Material: (a) to any directors, officers, employees, representatives, and agents of the Receiving Party (collectively, the “Receiving Party’s Representatives”) who need to know such information for the purpose of evaluating the potential business arrangement and who have been advised of the existence of this Agreement and agree to be bound by its terms, (b) if the Disclosing Party consents in writing prior to such disclosure, (c) will be copied only to the extent necessary for the Purpose, or (d) to the extent required to comply with any law, any order, or the rules or regulations of any governmental agency or authority, or any judicial authority; provided, however, that prior to any such disclosure, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to disclose such information so that Disclosing Party may seek a protective order to prevent the disclosure of such information. Unless the demand shall have been timely limited, quashed, or extended, the Receiving Party shall thereafter be entitled to comply with such demand to the extent permitted by law. If requested by the party to whom the defense has been tendered, the Receiving Party shall cooperate (at the expense of the requesting party) in the defense of a demand.

The Receiving Party shall be responsible for enforcing the confidentiality of the Confidential Material and will treat such Confidential Material with at least as great as the precautions it takes to protect its own confidential information, but in no event less than a reasonable degree of care to keep confidential the Confidential Material, and shall take such actions, legal or otherwise, as may be necessary to prevent disclosure of the Confidential Information by any of the Receiving Party’s Representatives.

4. In order for information to be treated as Confidential Material hereunder, it must be marked as such when it is disclosed in written form, and, in the event information that is intended to be treated as Confidential Material is disclosed verbally, the disclosing party shall identify the Confidential Material as such at the time of verbal discussions. Neither the execution and delivery of this Agreement, nor the furnishing of any Confidential Material by the parties hereunder shall be construed as granting to any other party to this Agreement, either expressly, by implication, estoppel, or otherwise, a license under any trademark, patent, copyright or any other intellectual property right hereafter owned or controlled by the party furnishing same.

5. Return of Confidential Information. Upon receipt of a written request from the Disclosing Party, the Receiving Party shall return all Confidential Material disclosed to it (regardless of the form in which such information was disclosed), including all compilations, copies, notes, summaries or abstracts of such Confidential Material, and shall erase from computer storage (including all related or peripheral storage devices) any and all images, compilations, copies, summaries or abstracts of such Confidential Material.

6. Remedies. In the event the Receiving Party or any Receiving Party’s Representative disseminates or releases any Confidential Material except as provided above, such disclosure, dissemination or release will be deemed a material breach of this Agreement and the Disclosing Party may demand prompt return of all Confidential Material previously provided to Receiving Party. Each of the parties agrees that, because of the unique nature of the Confidential Material, the Disclosing Party would suffer irreparable damage in the event of a breach of this Agreement. Accordingly, each party expressly agrees that the Disclosing Party shall be entitled to injunctive and/or other equitable relief, including, but not limited to, specific performance, and hereby waives the right to any bond in connection therewith. The provisions of this paragraph are in addition to any other legal right or remedies the Disclosing Party may have under federal or state law.

7. All Confidential Material Information disclosed hereunder is provided "as is" and neither party makes any representation, be it express or implied, as to its sufficiency, adequacy, fitness for any particular purpose contemplated hereunder or freedom from defect or infringement of any intellectual property rights of a third party, nor shall either party incur any liability or obligation whatsoever by virtue of use of or reliance upon same except as provided in paragraph 3 above.

8. Each party agrees not to disclose or use any Confidential Material of the other party in any manner, directly or indirectly, for the purpose or with the result of obtaining, for itself or any third party, an advantage, benefit or gain, whether real or potential, over the general public, whether in connection with investing or trading in securities or for any other purpose other than the Purpose. Each party acknowledges that such use or disclosure of Confidential Material may constitute insider trading in violation of federal law, resulting in severe sanctions on individuals and the corporate entities involved in insider trading.

9. In compliance with U.S. Department of Commerce Export Administration Regulations and the U.S. Department of State International Traffic in Arms Regulations as they exist during the applicability of this Agreement, and notwithstanding any other provision of this Agreement, neither party shall attempt to, nor knowingly export or re-export to any country prohibited from obtaining such data, either directly, or indirectly through affiliates, licensees, or subsidiaries, any U.S. source technical data acquired from the other party, any products utilizing such data, or any proprietary/confidential information provided under this or any ancillary agreements, to any countries outside the U.S. which export may be in violation of U.S. Export Laws or Regulations. Nothing in this provision shall relieve the recipient from any other obligation stated elsewhere in this Agreement not to disclose such information.

10. Nothing in this Agreement is intended to, or shall be deemed to, constitute a joint venture or partnership of any kind between the parties nor any separate business entity.

11. Each party shall bear its own respective costs, expenses, risks and liabilities arising from its activities hereunder.

12. Entire Agreement. This Agreement contains the entire agreement of the parties as of the date hereof, and supersedes all prior understandings and agreements of the parties.

13. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and assigns.

14. Amendment, Modification or Waiver. This Agreement may be amended, modified or superseded, and any of the terms, covenants, and conditions hereof may be waived, only by written instrument executed by the parties hereto. Failure to insist upon strict compliance with any provision(s) hereof shall not be deemed a waiver of such provision(s) hereof or any other provision hereof.

15. Governing Law. This Agreement shall be subject to and governed by the laws of the Commonwealth of Virginia (without regard to conflicts of law principles).

16. Severability. The invalidity or unenforceability of any particular provision or provisions of this Agreement shall not invalidate or render unenforceable any other provisions hereof, and the Agreement shall be construed, omitting such invalid or unenforceable provision or provisions, so as to accomplish the purposes hereof.

17. Headings. All descriptive headings in this Agreement are for convenience of reference only, and do not constitute a part of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

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