MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Nondisclosure Agreement (this “Agreement”), effective as of the Effective Date entered on the previous step (“Effective Date”), is entered into by and between Hipterra, LLC, a Utah limited liability company (“Hipterra”), located at 180 N. University Ave. Suite 260, Provo, UT 84601, and the Counterparty identified on the previous step (“Counterparty”), located at the address entered on the previous step. Hipterra and Counterparty are each a “Party” and collectively the “Parties.”

1. Purpose

The Parties wish to engage in discussions regarding a potential business relationship or transaction of mutual interest (the “Opportunity”). In connection with the Opportunity, each Party may disclose certain confidential, proprietary, or sensitive business information (“Confidential Information”). The Parties desire to protect all such information in accordance with the terms of this Agreement.

2. Confidential Information

2.1 Definition

“Confidential Information” includes all information disclosed by a Party (“Discloser”) to the other Party (“Recipient”), whether disclosed before or after the Effective Date, and whether written, oral, digital, visual, electronic, or embodied in physical materials, including but not limited to:

• business plans, financial information, projections, client data;
• intellectual property, formulas, technical materials, software, code, systems, security procedures;
• investment materials, due-diligence information, analyses, models, processes;
• trade secrets;
• third-party information in Discloser’s possession; and
• the existence of discussions between the Parties and the existence and terms of this Agreement.

Confidential Information also includes all summaries, analyses, notes, or other materials derived from such information. Information reasonably understood to be confidential based on its nature or context is treated as Confidential Information regardless of marking.

2.2 Exceptions

Confidential Information does not include information that the Recipient can demonstrate:

1. was publicly known prior to disclosure;
2. becomes publicly known through no breach of this Agreement;
3. was already in Recipient’s possession without obligation of confidentiality;
4. is lawfully received from a third party without breach of any obligation; or
5. is independently developed without use of or reference to Discloser’s Confidential Information.

The Recipient bears the burden of proving an exception applies.

3. Non-Use, Non-Disclosure, and Care Standard

3.1 Non-Use

Recipient shall not use any Confidential Information for any purpose other than evaluating, negotiating, or consummating the Opportunity.

3.2 Nondisclosure

Recipient shall not disclose Confidential Information to any person except to its directors, officers, employees, advisors, financing sources, and affiliates (“Representatives”) who have a strict need to know for the Opportunity. Recipient shall ensure all Representatives comply with the obligations herein.

3.3 Standard of Care

Recipient shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information of similar nature, but no less than commercially reasonable measures.

3.4 Reverse Engineering Prohibited

Recipient shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the composition, underlying ideas, or inner workings of any Confidential Information, prototypes, software, or technology provided by Discloser.

4. Non-Circumvention (36 Months)

For thirty-six (36) months from the Effective Date, neither Party shall knowingly circumvent, bypass, or avoid the other Party in connection with:

• introductions, contacts, or relationships shared under this Agreement;
• opportunities, transactions, or business dealings arising from the Confidential Information; or
• efforts to structure, renegotiate, or consummate a transaction relating to the Opportunity without the introducing Party’s knowledge and participation.

This clause does not prohibit each Party from pursuing business in the ordinary course of its existing operations or from engaging with third parties with whom it already maintains an active relationship.

5. Compelled Disclosure

If Recipient is required by subpoena, court order, regulator, bank examiner, or applicable law (“Law”) to disclose Confidential Information, Recipient shall:

1. provide prompt written notice to Discloser (if legally allowed);
2. cooperate with Discloser (at Discloser’s expense) in seeking a protective order; and
3. disclose only the minimum Confidential Information legally required.

Nothing herein prevents disclosure to a bank examiner or regulator acting in the ordinary course of supervision, provided such request is not targeted at Discloser.

6. No Obligation to Proceed

Nothing in this Agreement obligates either Party to move forward with the Opportunity or enter into any transaction. Either Party may terminate discussions at any time.

7. Return or Destruction

Upon written request, Recipient shall promptly return or destroy all Confidential Information and provide written certification of such destruction. Recipient may retain copies only as required for regulatory, internal compliance, or record-retention obligations, provided such retained copies remain fully confidential.

8. No License

No license or rights (express or implied) under any patents, trademarks, copyrights, trade secrets, or other intellectual property are granted by this Agreement.

9. Term

The confidentiality and non-circumvention obligations begin on the Effective Date and remain in effect for three (3) years, and trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law. This Agreement may be terminated earlier by either Party upon 30 days’ written notice, but termination shall not affect obligations already accrued or continuing confidentiality obligations.

10. Remedies

Recipient acknowledges that unauthorized use or disclosure of Confidential Information or breach of the non-circumvention clause may cause irreparable harm, and monetary damages may be inadequate. Discloser is entitled to seek injunctive relief, specific performance, and any other remedies available at law or equity. The prevailing Party in any legal action shall recover its reasonable attorney’s fees.

11. Assignment

Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign it without consent in connection with:

• a merger, acquisition, change of control, or
• the sale of substantially all assets.

Any non-permitted assignment is void.

12. Conflicts & Investment Activity Acknowledgment

Discloser acknowledges that Hipterra and its affiliates:

• invest in companies, including those that may compete directly or indirectly with Discloser;
• may evaluate similar opportunities simultaneously; and
• may have personnel serving as directors or advisors to various portfolio companies.

Portfolio companies shall not be deemed to have received Confidential Information merely because Hipterra personnel serve as directors or officers, provided such individuals do not share Confidential Information.

13. Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of Utah, without regard to conflict-of-law principles. All disputes shall be heard exclusively in the state or federal courts located in Sandy, Utah.

14. Entire Agreement; Amendments

This Agreement constitutes the entire understanding between the Parties regarding the Opportunity and supersedes all prior agreements. No amendment or waiver is effective unless in writing and signed by both Parties.

15. Counterparts and No Warranty

This Agreement may be executed in counterparts (including electronically), each of which is deemed an original.

ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS OR PERFORMANCE OF ANY CONFIDENTIAL INFORMATION, OR WITH RESPECT TO NON-INFRINGEMENT OR OTHER VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY OR OF RECIPIENT, EXCEPT AS OTHERWISE SET FORTH IN A DEFINITIVE WRITTEN AGREEMENT BETWEEN THE PARTIES CONCERNING THE OPPORTUNITY (IF ANY).

IN WITNESS WHEREOF

By signing below, the Parties have executed this Agreement as of the Effective Date entered on the previous step.

HIPTERRA, LLC
By: Robb Miller
Title: CEO/Founder
Date: Effective Date entered on the previous step

Counterparty (to digitally sign below)
By: (Counterparty signatory entered on the previous step)
Name: (Counterparty name entered on the previous step)
Title: (Counterparty title entered on the previous step)
Date: (Signature date entered on the previous step)