2025-04-04_timon.page_Rudy Mancini NDA.docx

NON-DISCLOSURE AGREEMENT

THIS AGREEMENT made on April 4, 2025, (the “Effective Date”) by and between <Company Name>, and Rudy Mancini (Independent Contractor) (each, a “Party”, and collectively, the “Parties”).

WHEREAS:

Each of the Parties hereto (the "Recipient") and/or its subsidiaries, affiliates and related entities and its respective shareholders, directors, officers, employees, representatives, person, or professional advisors (with the Recipient, collectively, the "Receiving Parties") has received or may receive from the other Party (the “Disclosing Party”) and/or its subsidiaries, affiliates and related entities and its  respective shareholders, directors, officers, employees, representatives and professional advisors (with the Disclosing Party, collectively, the "Disclosing Parties") certain information, technical data, or know-how, including, but not limited to, that which relates to research, product plans, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, hardware configuration information, marketing or finances, and other information of a confidential nature, which information is not publicly available and is regarded by the Disclosing Parties as an asset of considerable value. Such information, together with all analyses, compilations, studies or documents prepared by the Receiving Parties, whether prepared or received before or after the date of this Agreement, is herein collectively referred to as the “Confidential Information”.

Each Party as a Disclosing Party is willing to disclose the Confidential Information that they are able to the other Party as a Recipient, upon the terms and conditions herein contained, for the purposes of evaluating a possible transaction or business relationship between the Parties (the "Purpose").

NOW THEREFORE in consideration of the premises and the covenants herein contained and other consideration, the receipt and sufficiency of which being hereby acknowledged, the parties agree as follows:

Confidentiality: Recipient undertakes to treat as strictly confidential and not to divulge to any person, firm, corporation or other entity (other than to any of the Receiving Parties who have a need to know such Confidential Information, who have been advised of the confidentiality obligations contained in this Agreement and have agreed to be bound by them) any of the Confidential Information disclosed by Disclosing Parties and not to make use of any of the Confidential Information other than for the Purpose without Disclosing Party’s prior written consent.

Exceptions: The provisions of Section 1 hereof shall not apply to:

information which at the time of disclosure by Disclosing Party is generally available to the public;

information which after disclosure by Disclosing Party becomes generally available to the public, otherwise than through any act or omission on the part of Recipient;

information rightfully acquired by Recipient from others who did not obtain it under an obligation of confidentiality to Disclosing Party; or

information which Recipient is obligated to disclose by law provided that Recipient shall provide prompt notice to Disclosing Party of the obligation of the Recipient to make such disclosure to permit the other party to seek an appropriate protective order. In the absence of such order, Recipient will disclose only that portion of the Confidential Information which it is advised by written opinion of counsel is legally required.

Term: All obligations of the Receiving Parties with respect to any Confidential Information shall remain in force for its entirety.

Disclosure to Others: Recipient shall require all other Receiving Parties to strictly observe the provisions of this Agreement and shall be responsible for any breach by them of the provisions of this Agreement.

Return of Materials: Recipient hereby agrees that all Confidential Information (including all copies thereof) disclosed to or created by Receiving Parties shall be delivered by Recipient or the other relevant Receiving Parties to Disclosing Party upon request.

Due Diligence: Neither Recipient nor any other Receiving Party shall directly or indirectly contact any shareholders, officers, employees, affiliates, agents, lending institutions, customers or suppliers of Disclosing Parties in connection with a possible transaction with Disclosing Party without the prior written consent of Disclosing Party.

No Representations: Recipient acknowledges and agrees that no representations or warranties whatsoever, express or implied, as to the accuracy or completeness of the Confidential Information have been made by Disclosing Party. Recipient acknowledges and agrees that Disclosing Party will not have any liability to Recipient or any other Receiving Party resulting from its use of the Confidential Information.

No License Granted: Nothing in this Agreement is intended to grant any rights to either Party, directly or by implication, under any patent, copyright, trade secret or other intellectual property right nor shall this Agreement grant either Party any rights in or to the other Party's Confidential Information, except the limited right to review such Confidential Information solely for the purposes of determining whether to enter into a possible transaction or business relationship with the other Party.

Mutual Hold Harmless: Anything in the agreement to the contrary notwithstanding, each party (the indemnifying party) shall indemnify and hold the other party (the indemnified party) fully harmless against any loss, damages, claims, or expenses of any kind whatsoever (including costs and reasonable legal fees), sustained or incurred by a third party as a result of the negligent or intentional acts or omissions of the indemnifying party, and for which recovery is sought against the indemnified party by that third party.  The indemnifying party also shall indemnify the indemnified party for any costs and reasonable legal fees incurred in the indemnified party's defense of any such third-party claim.

Limited Legal Obligations: The parties agree that unless and until a final definitive agreement regarding a transaction between the Parties has been executed and delivered, neither of the Parties nor any other Disclosing Party will be under any obligation of any kind whatsoever with respect to such a transaction by virtue of this Agreement except for the matters specifically agreed to herein. The Parties further acknowledge and agree that each Party reserves the right, in its sole discretion, to reject any and all proposals made by or on behalf of the other Party with regard to the Purpose, and to terminate such discussions and negotiations with the other Party at any time.

Other Restrictions: The obligations of confidentiality and other agreements contained in this Agreement are in addition to and not in limitation of any other applicable legal restrictions upon the use and disclosure of the Information.

No Waiver: It is understood and agreed that no failure or delay by Disclosing Party in exercising any right, power or privilege hereunder shall operate as a waiver hereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

Severability: If all or any portion of the provisions of this Agreement would otherwise be invalid or unenforceable as a result of the application of any law or the determination of a court of competent jurisdiction, the portions which would otherwise be held invalid or unenforceable but no others shall, automatically and without further act on the part of the parties hereto, be severed from this Agreement.

Successors and Assigns: This Agreement shall inure to the benefit of and be binding upon Disclosing Party and Recipient and their respective successors and permitted assigns.  This Agreement shall not be assignable by either Party without the prior written consent of the other Party.

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and both parties hereby submit to the exclusive jurisdiction of the courts of the Province of Ontario.

Delivery: Execution and delivery of an electronic transmission of this Agreement shall constitute, for purposes of this Agreement, delivery of an executed original and shall be binding upon the Parties. Each Party hereby undertakes to originally-execute and deliver to the other Party a copy of this Agreement as soon as possible after execution by electronic means.

Counterparts: This Agreement may be executed in several counterparts each of which when executed shall be deemed to be an original, and such counterparts shall each constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear the day and year first written above.

Entire Agreement: This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties.

DATED the April 4, 2025

by: _______________________________

Name: Rudy Mancini

by: _______________________________

Name:

I have authority to bind the corporation.

<Company Name>