MUTUAL NON-DISCLOSURE AGREEMENT

---

This Agreement is effective as of the last signature below (“Effective Date”) between PDatlas LLC, a California limited liability company, and the counterparty identified below. Each is a “Party”; together, the “Parties.” Either may be a “Disclosing Party” or “Receiving Party.”

1. Purpose
The Parties may evaluate and pursue a business relationship involving product development, design, prototyping, sourcing, quoting, manufacturing, and related commercial opportunities (“Purpose”). Work, payment, deliverable ownership, and authority to contact or engage suppliers or customers require a separate written agreement. This Agreement creates no obligation to do business.

2. Confidential Information
“Confidential Information” means nonpublic information disclosed by or for a Party, in any form, before or after the Effective Date, for the Purpose, that is marked confidential or reasonably understood to be confidential. It includes concepts, samples, designs, drawings, technical data, pricing, business plans, nonpublic supplier and customer identities and terms, related notes and analyses, and the existence and substance of discussions. Third-party information may be disclosed only with authority to disclose it for the Purpose.

3. Exclusions
Confidential Information excludes information the Receiving Party can establish through contemporaneous records: (a) was lawfully known without a confidentiality duty before disclosure; (b) becomes public without its breach; (c) is lawfully received from another source without a duty to the Disclosing Party; or (d) is independently developed without using or referencing Confidential Information. A combination remains protected unless the combination itself qualifies for an exclusion. No prompt notice of prior knowledge is required.

4. Use and Protection
The Receiving Party shall use Confidential Information only for the Purpose and protect it with reasonable care, at least equal to its care for similar information of its own. Disclosure is permitted only to employees, contractors, professional advisers, affiliates, and prospective suppliers who need it for the Purpose and are subject to written confidentiality and limited-use duties at least as protective as this Agreement, or professional confidentiality duties. The Receiving Party is responsible for their acts and omissions, shall promptly report known unauthorized access, use, or disclosure, and shall reasonably cooperate to limit harm. Physical segregation of copies is not required.

5. Samples and Third-Party Contacts
Unless otherwise agreed in writing, neither Party may reverse engineer, disassemble, or materially alter confidential physical samples, except for ordinary observation and reasonably necessary nondestructive evaluation. Testing, measurement, photography, factory disclosure, and destructive evaluation require the Disclosing Party’s written authorization.

Neither Party may use the other’s Confidential Information to bypass that Party in a specific opportunity or solicit a supplier or customer first identified solely through that information for that opportunity. This restriction excludes pre-existing relationships, independently identified contacts, general advertising, and unsolicited contacts involving no improper use of Confidential Information. It lasts only while the information is protected under Section 9 and creates no exclusivity or general noncompetition obligation.

6. Required Disclosure
The Receiving Party may disclose only information legally required by law, subpoena, or court or government order. When legally permitted and reasonably practicable, it shall promptly notify the Disclosing Party and reasonably cooperate, at that Party’s expense, in seeking protection. Legally prohibited notice does not constitute a breach.

7. Ownership and Intellectual Property
Each Party retains its Confidential Information and pre-existing intellectual property. No license or transfer is granted beyond use for the Purpose. Each recipient owns its independently created notes, analyses, and work product, subject to protection of any Confidential Information they contain. Ownership or licensing of deliverables, inventions, tooling, and improvements requires a separate written agreement. Proprietary notices may not be removed.

8. Return and Retention
Upon written request or termination, the Receiving Party shall promptly stop use, return or destroy Confidential Information and copies under its control, and certify compliance if requested. It may retain one archival copy for legal, regulatory, insurance, or bona fide record-retention needs, plus routine backups not reasonably accessible in ordinary operations. Retained information remains protected, may not be used for the Purpose, and shall be deleted through the ordinary retention cycle where legally permitted.

9. Term and Survival
Either Party may terminate on 30 days’ written notice without affecting protection of information previously disclosed. Confidentiality and limited-use obligations continue for three years after the last disclosure of ordinary Confidential Information, and for trade secrets while they remain trade secrets under applicable law. Sections 5, 7, 8, 10, and 11 survive as necessary to enforce their terms, subject to the applicable protection period.

10. Remedies and Disclaimers
A breach may cause harm inadequately remedied by damages. Either Party may seek injunctive relief under applicable law, subject to court requirements; required proof or security is not waived. Each Disclosing Party represents it is authorized to disclose the information provided for the Purpose. Otherwise, information is provided “AS IS,” without warranties. Neither Party must disclose information, enter another agreement, or purchase products or services.

11. General Terms
California law governs, excluding conflict-of-law principles. State and federal courts having jurisdiction in Sacramento County, California are the exclusive venue for disputes, and each Party consents to personal jurisdiction there.

Written notices must be delivered personally, by nationally recognized courier, or by email to the contacts below. Email notice is effective upon a nonautomated acknowledgment. Contacts may be updated by notice.

This Agreement supersedes prior discussions on its subject but does not replace separately signed services or intellectual property agreements. Amendments and waivers require both Parties’ written signatures. Unenforceability of one provision does not affect the remainder. Neither Party is the other’s agent or partner. Counterparts and electronic signatures are effective as originals.