Mutual Non-Disclosure Agreement

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

386 LLC, an Oregon limited liability company ("Company"), and

The undersigned individual or entity identified in the signature block below ("Counterparty").

Company and Counterparty are each referred to herein individually as a "Party" and collectively as the "Parties."

WHEREAS, the Parties desire to explore a potential business relationship, collaboration, or engagement (the "Purpose") and, in connection therewith, may disclose to each other certain confidential and proprietary information;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

"Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether disclosed orally, in writing, electronically, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including but not limited to:

• Business plans, financial projections, and revenue models
• Product ideas, inventions, software code, AI models, and technical architectures
• Customer and vendor lists, pricing structures, and operational workflows
• Marketing strategies, growth plans, and competitive analyses
• Trade secrets as defined under ORS 646.461 (Oregon Uniform Trade Secrets Act)
• Any other information communicated during preliminary discussions or formal engagements

Each Receiving Party agrees to:

• Hold all Confidential Information in strict confidence using at least the same degree of care as it uses for its own confidential information, but no less than reasonable care;
• Use Confidential Information solely for the Purpose described herein;
• Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party;
• Limit access to Confidential Information to personnel who have a need to know and who are bound by obligations of confidentiality at least as protective as this Agreement;
• Promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure of Confidential Information.

For the duration of this Agreement and for a period of twelve (12) months following termination or expiration:

• Company's Obligation: 386 LLC agrees not to independently develop and commercialize a product or service that directly replicates the Counterparty's specifically disclosed proprietary concept for the same identified target market, without the Counterparty's prior written consent.
• Counterparty's Obligation: The Counterparty agrees not to directly replicate or commercially exploit the proprietary AI frameworks, systems, or methodologies disclosed by 386 LLC without separate written authorization.
• Oregon Law Compliance: These restrictions are intended to protect legitimate business interests and are reasonable in scope and duration. The Parties acknowledge Oregon's restrictions on non-compete agreements under ORS 653.295 as applied to employee contexts, and affirm these provisions operate as commercial entity restrictions between independent business parties, not as employment non-competes.

The obligations of confidentiality shall not apply to information that:

• (a) Is or becomes generally publicly available without breach of this Agreement by the Receiving Party;
• (b) Was rightfully known by the Receiving Party without restriction prior to disclosure;
• (c) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information;
• (d) Is disclosed with the prior written approval of the Disclosing Party; or
• (e) Is required to be disclosed by applicable law, regulation, or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in seeking a protective order.

This Agreement shall commence on the date of electronic execution and shall remain in effect for a period of three (3) years unless earlier terminated by mutual written agreement. Notwithstanding termination, obligations with respect to trade secrets shall survive indefinitely as permitted under ORS 646.461, and all other confidentiality obligations shall survive for five (5) years following termination.

Nothing in this Agreement grants either Party any license, right, title, or interest in the other Party's Confidential Information, intellectual property, or trade secrets. The Disclosing Party retains all ownership rights in its Confidential Information.

The Parties acknowledge that any breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, either Party may seek immediate injunctive or other equitable relief without bond and without prejudice to any other rights and remedies available under this Agreement or applicable law. The prevailing Party in any legal proceeding to enforce this Agreement shall be entitled to recover its reasonable attorney's fees and costs under ORS 20.096.

Upon written request by the Disclosing Party, or upon termination of this Agreement, the Receiving Party shall promptly return or certify destruction of all materials containing Confidential Information, including all copies and reproductions thereof, except to the extent retention is required by applicable law.

The Parties expressly agree that this Agreement may be executed electronically and that an electronic signature shall have the same legal force and effect as a handwritten signature under:

• ORS 84.001 – 84.061 — Oregon Uniform Electronic Transactions Act (UETA)
• 15 U.S.C. §§ 7001 – 7006 — Federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act)

A typed name submitted through the 386 LLC NDA eSign portal, accompanied by a verifiable email address and timestamp, constitutes a valid and enforceable electronic signature. Records of electronic execution are retained by 386 LLC for a minimum of seven (7) years.

This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict of law provisions.

Any dispute arising out of or relating to this Agreement that cannot be resolved informally within thirty (30) days of written notice shall be resolved by binding arbitration in Portland, Oregon under AAA Commercial Rules. Notwithstanding the foregoing, either Party may seek immediate injunctive relief in any court of competent jurisdiction to protect Confidential Information or trade secrets without first initiating arbitration.

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, representations, or agreements relating to confidentiality. If any provision is found to be unenforceable, the remaining provisions shall remain in full force and effect.