Non-Disclosure Agreement

Document Version: NDA-v0.1
Effective Date: The date on which the Receiving Party electronically accepts this Agreement by submitting the Document Access Request form.

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

Disclosing Party: Jazters AI Lab LLC, together with its affiliates, representatives, partners, project teams, and related Potentiacta representatives, where applicable ("Disclosing Party");

and

Receiving Party: the individual and/or company submitting the Document Access Request form and accepting this Agreement electronically ("Receiving Party").

The Disclosing Party and the Receiving Party may be referred to individually as a "Party" and collectively as the "Parties."

1. Purpose

The Receiving Party is requesting access to certain non-public materials related to Potentiacta, including but not limited to project, technical, product, financial, strategic, ESG-impact, and implementation materials.

The purpose of this Agreement is to allow the Receiving Party to review such materials solely for the purpose of evaluating a potential business, investment, advisory, client, partnership, strategic, or commercial relationship with the Disclosing Party or the Potentiacta project.

The Receiving Party agrees that any access to materials is provided only for review and evaluation purposes and does not grant any ownership, license, commercial right, implementation right, or right to use the materials outside the Purpose defined in this Agreement.

2. Confidential Information

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed or made available by the Disclosing Party to the Receiving Party, whether disclosed orally, visually, electronically, in writing, through a website, presentation, data room, document access portal, email, meeting, demonstration, dashboard, prototype, product interface, or any other format.

Confidential Information includes, without limitation:

• technical architecture;
• product architecture;
• platform architecture;
• Impact Engine concepts, structure, logic, models, calculations, workflows, and implementation materials;
• AI usage models and service-unit models;
• economic models and financial assumptions;
• ESG-impact metrics, ESG accounting logic, carbon accounting logic, and reporting structures;
• pilot design, pilot economics, and pilot execution materials;
• Guaranteed Basic Needs Basket and Digital Services Basket structures;
• technical implementation notes;
• product roadmaps;
• business strategy;
• partner, client, investor, or stakeholder materials;
• operational processes;
• dashboards, prototypes, screenshots, UI/UX concepts, and product demonstrations;
• pricing logic, cost logic, margin logic, valuation logic, and revenue models;
• software concepts, code, databases, prompts, algorithms, models, documentation, schemas, specifications, and system designs;
• any notes, summaries, analyses, copies, extracts, or derivative materials created from the Confidential Information.

Confidential Information also includes the existence, content, and status of discussions between the Parties, unless the Disclosing Party has approved public disclosure in writing.

3. Exclusions

Confidential Information does not include information that the Receiving Party can prove:

1. was publicly available at the time of disclosure without breach of this Agreement;
2. becomes publicly available after disclosure through no fault or breach by the Receiving Party;
3. was lawfully known to the Receiving Party before disclosure by the Disclosing Party;
4. was independently developed by the Receiving Party without use of or reference to the Confidential Information;
5. was lawfully received from a third party without breach of any confidentiality obligation.

The burden of proving that information falls within one of these exclusions is on the Receiving Party.

4. Obligations of the Receiving Party

The Receiving Party agrees to:

1. use the Confidential Information solely for the Purpose stated in this Agreement;
2. keep the Confidential Information strictly confidential;
3. not disclose the Confidential Information to any third party without prior written consent from the Disclosing Party;
4. protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care;
5. restrict access to Confidential Information only to its employees, officers, advisors, attorneys, accountants, consultants, or representatives who have a strict need to know for the Purpose and who are bound by confidentiality obligations at least as protective as this Agreement;
6. not copy, reproduce, distribute, publish, upload, transmit, or share the Confidential Information except as strictly necessary for the Purpose;
7. not reverse engineer, deconstruct, replicate, reconstruct, derive, or attempt to reproduce any technical, product, financial, ESG-impact, or business logic contained in the Confidential Information;
8. not use the Confidential Information to build, fund, support, advise, or assist any competing or substantially similar product, platform, model, architecture, business, investment vehicle, or ESG-impact infrastructure;
9. not use the Confidential Information to solicit, bypass, interfere with, or circumvent any client, partner, vendor, investor, stakeholder, contractor, or business relationship of the Disclosing Party or Potentiacta;
10. not make any public statement, announcement, post, article, presentation, or disclosure regarding the Confidential Information, Potentiacta, or the discussions between the Parties without prior written approval from the Disclosing Party.

5. No License or Transfer of Rights

All Confidential Information remains the sole property of the Disclosing Party or its applicable owners.

Nothing in this Agreement grants the Receiving Party any license, ownership interest, intellectual property right, commercial right, implementation right, or other right in or to the Confidential Information.

The Receiving Party receives access only for evaluation under this Agreement.

6. No Obligation to Proceed

Nothing in this Agreement requires either Party to proceed with any transaction, investment, partnership, engagement, advisory relationship, client relationship, commercial agreement, pilot, financing, or other business arrangement.

The Disclosing Party may approve, reject, limit, revoke, or condition access to any materials at its sole discretion.

Submitting a Document Access Request and accepting this Agreement does not guarantee access to any documents.

7. No Offer or Solicitation

The Confidential Information is provided for informational and evaluation purposes only.

Nothing in the Confidential Information or in this Agreement constitutes:

• an offer to sell securities;
• a solicitation to purchase securities;
• investment advice;
• legal advice;
• tax advice;
• financial advice;
• a binding commitment;
• a guarantee of future performance, revenue, valuation, impact results, ESG outcomes, or capital-market activity.

Any investment, financing, commercial, or legal arrangement, if any, will require separate written agreements and appropriate review.

8. Required Disclosure

If the Receiving Party is required by law, court order, regulation, subpoena, or governmental authority to disclose any Confidential Information, the Receiving Party must, to the extent legally permitted:

1. promptly notify the Disclosing Party in writing;
2. cooperate with the Disclosing Party in seeking protective treatment or limiting disclosure;
3. disclose only the minimum portion of Confidential Information legally required.

9. Return or Destruction of Materials

Upon request by the Disclosing Party, the Receiving Party must promptly return, delete, or destroy all Confidential Information in its possession or control, including copies, notes, extracts, summaries, and derivative materials.

The Receiving Party may retain one archival copy only if required by law, regulation, or internal compliance policy, provided that such retained copy remains subject to this Agreement.

10. Term

The confidentiality obligations under this Agreement remain in effect for three (3) years from the Effective Date.

However, any Confidential Information that qualifies as a trade secret or highly sensitive proprietary information will remain protected for as long as such information remains non-public and protectable under applicable law.

11. Remedies

The Receiving Party acknowledges that unauthorized disclosure or misuse of Confidential Information may cause irreparable harm to the Disclosing Party for which monetary damages may be insufficient.

The Disclosing Party is entitled to seek injunctive relief, specific performance, and any other available legal or equitable remedies, without waiving any other rights or remedies.

12. No Warranty

All Confidential Information is provided "as is" for evaluation purposes.

The Disclosing Party makes no representation or warranty, express or implied, as to the accuracy, completeness, fitness, availability, commercial viability, investment outcome, technical performance, or future results of any Confidential Information.

The Receiving Party is responsible for conducting its own independent review and due diligence.

13. Electronic Acceptance

By checking the required NDA acceptance box and submitting the Document Access Request form, the Receiving Party confirms that:

1. it has read this Agreement;
2. it understands this Agreement;
3. it agrees to be bound by this Agreement;
4. the individual submitting the form has authority to accept this Agreement on behalf of the company or organization identified in the form, if applicable.

The Parties agree that electronic acceptance of this Agreement through the Document Access Request form is intended to have legal effect to the maximum extent permitted by applicable law.

The Disclosing Party may retain submission records, including name, business email, company, timestamp, NDA version, and related submission metadata, as evidence of acceptance.

14. Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to conflict-of-law principles.

Any dispute arising out of or relating to this Agreement shall be subject to the courts located in Delaware, unless the Parties agree otherwise in a separate written agreement.

15. Severability

If any provision of this Agreement is found to be invalid, unlawful, or unenforceable, the remaining provisions will remain in full force and effect.

The invalid or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the Parties.

16. Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding the confidentiality of the Confidential Information disclosed for the Purpose stated above.

This Agreement supersedes any prior or contemporaneous understandings, discussions, or communications regarding the confidentiality of such information, unless replaced by a later written agreement signed or electronically accepted by both Parties.

17. Contact

For questions regarding this Agreement or document access, contact: potentiacta@jazters.com

Acceptance

By submitting the Document Access Request form and checking the NDA acceptance box, the Receiving Party agrees to the terms of this Non-Disclosure Agreement.

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