VERITY Quantum

Mutual Nondisclosure Agreement

Credasis AI, Inc. — Demo Access Edition

This Mutual Nondisclosure Agreement (this “Agreement”) is entered into as of the date you accept it below (the “Effective Date”), by and between Credasis AI, Inc., a Delaware corporation with its principal place of business at 813 7th St S, Fargo, ND 58103 (“Credasis”), and the individual identified below, acting on behalf of themselves and the organization they identify (“Counterparty”). Credasis and Counterparty are each a “Party.” Each Party may act as a “Disclosing Party” when it discloses Confidential Information and as a “Receiving Party” when it receives Confidential Information.

Recitals. The Parties wish to explore a potential business relationship relating to the evaluation of Credasis’s VERITY artificial-intelligence technology, demonstration systems, and related research results for potential collaboration, integration, or commercial engagement (the “Purpose”). In connection with the Purpose, each Party may disclose confidential and proprietary information, and the Parties enter into this Agreement to protect it. The VERITY demonstration environment and its interface, outputs, metrics, methods, parameters, and any non-public materials made available through it constitute Credasis Confidential Information.

1. Confidential Information

“Confidential Information” means any nonpublic information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation: technical data, algorithms, models, model weights and parameters, training data and methods, source code, system architectures, research and test results, benchmarks and performance metrics, inventions (whether or not patentable), patent applications, trade secrets, know-how, designs, specifications, product plans and roadmaps, business and financial information, customer and supplier information, pricing, and the existence and contents of this Agreement and the discussions between the Parties.

2. Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate by competent written records: (a) was lawfully in its possession without restriction before disclosure by the Disclosing Party; (b) is or becomes publicly available through no act or omission of the Receiving Party; (c) is lawfully received from a third party without restriction and without breach of any confidentiality obligation; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

3. Obligations of Receiving Party

The Receiving Party shall: (a) use the Confidential Information solely for the Purpose; (b) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance, and in no event less than a reasonable degree of care; (c) not disclose the Confidential Information to any third party except as permitted herein; and (d) limit access to the Confidential Information to its directors, officers, employees, advisors, and agents (collectively, “Representatives”) who have a need to know for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement. The Receiving Party is responsible for any breach of this Agreement by its Representatives.

4. Compelled Disclosure

If the Receiving Party is required by law, regulation, or valid legal process to disclose any Confidential Information, it may do so, provided that (to the extent legally permitted) it gives the Disclosing Party prompt written notice so the Disclosing Party may seek a protective order or other remedy, and discloses only that portion of the Confidential Information it is legally required to disclose.

5. No License; Ownership; Patent Rights

All Confidential Information remains the sole property of the Disclosing Party. Nothing in this Agreement grants the Receiving Party any right, title, license, or interest in or to the Confidential Information or any patent, copyright, trademark, trade secret, or other intellectual property right of the Disclosing Party, except the limited right to use the Confidential Information for the Purpose. The Parties intend that disclosures made under this Agreement are made in confidence, do not constitute a public disclosure, and do not prejudice the Disclosing Party’s ability to seek or maintain patent or other intellectual property protection.

6. No Warranty

All Confidential Information is provided “AS IS.” The Disclosing Party makes no representations or warranties, express or implied, regarding the accuracy, completeness, or performance of the Confidential Information.

7. No Obligation; Relationship of Parties

Nothing in this Agreement obligates either Party to proceed with any transaction or business relationship, to disclose any particular information, or to refrain from entering into similar discussions or relationships with third parties. This Agreement does not create any partnership, joint venture, agency, or employment relationship between the Parties.

8. Term and Survival

This Agreement is effective as of the Effective Date and continues for two (2) years, unless earlier terminated by either Party upon thirty (30) days’ prior written notice. The Receiving Party’s obligations with respect to Confidential Information survive for five (5) years following the date of disclosure of such Confidential Information; provided, however, that with respect to any Confidential Information that constitutes a trade secret under applicable law, those obligations survive for as long as the information remains a trade secret.

9. Return or Destruction

Upon the Disclosing Party’s written request or termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information in its possession or control and, upon request, certify such destruction in writing, except that the Receiving Party may retain one archival copy solely to administer its obligations under this Agreement, together with copies stored on routine backup systems, all of which remain subject to the confidentiality obligations of this Agreement.

10. Remedies

The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate. Accordingly, the Disclosing Party is entitled to seek injunctive and other equitable relief, without the necessity of posting a bond, in addition to any other remedies available at law or in equity.

11. Governing Law; Jurisdiction

This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for any dispute arising out of or relating to this Agreement.

12. Miscellaneous

(a) Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous understandings. (b) Amendment; Waiver. This Agreement may be amended only by a written instrument signed by both Parties. No waiver is effective unless in writing and signed by the waiving Party. (c) Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent, except to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets. (d) Severability. If any provision is held unenforceable, the remaining provisions remain in full force and effect. (e) Export Compliance. The Receiving Party shall comply with all applicable export-control laws in handling Confidential Information. (f) Counterparts; Electronic Acceptance. This Agreement may be accepted electronically, and such electronic acceptance is deemed an original and legally binding.

Acceptance

By entering your name, email, and organization, checking the agreement box, and entering the access PIN below, you represent that you are authorized to bind the organization you identify, and you and that organization agree to this Agreement as of the Effective Date. Credasis records the name, email, organization, date, time, and network address of acceptance as evidence of this Agreement.