MUTUAL NONDISCLOSURE AGREEMENT

This Mutual Nondisclosure Agreement ("Agreement") is executed on this [●] day of April 2022 (“Execution
Date”) by and between “Customer” (hereinafter referred to as “Disclosing Party”) having a place of residence at
[●] and “Company” (hereinafter referred to as “Receiving Party”) having a place of business at [●]. Customer
and Company may also be referred to hereinafter individually as a “Party” and collectively as the “Parties.”

RECITALS
A. WHEREAS, The Parties intend to engage in discussions with respect to potential business relationship.

B. WHEREAS, Pursuant to the discussions, Customer will disclose to the Receiving Party certain
Confidential Information (as defined in Clause 1) concerning the Customer for use by the Receiving Party solely
in connection with engaging in these discussions and in connection with the evaluation of the aforementioned
potential business relationship(“Purpose”).

C. WHEREAS, This Agreement is being entered into by the Parties to set forth obligations of the Receiving
Party with respect to the Confidential Information that it receives or has access to as per the terms of this
Agreement.

NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES, MUTUAL COVENANTS AND

PROMISES SET FORTH HEREINAFTER AND FOR OTHER GOOD AND VALUABLE CONSIDERATION,
SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:

1. DEFINITION: During the term of this Agreement, the Parties may exchange information that is
considered by the disclosing Party to be Confidential Information. With respect to COMPANY, “Confidential
Information” is limited to information related to existing products, processes, methods, specifications,
techniques, practices, models, diagrams, source code, object code, software, programs, and technical data. With
respect to COMPANY, for such information to be considered Confidential Information and subject to this
Agreement, it shall be clearly identified in writing at the time of disclosure by an appropriate legend, marking,
stamp or positive written identification on the face thereof as Confidential Information. Any Confidential
Information in electronic format will be adequately marked if a proprietary legend displays when the
information originally runs on a computer system and when the information is printed from its data file. For any
Confidential Information that is disclosed orally or visually by COMPANY to be subject to this Agreement, it
shall be identified as Confidential Information at the time of such disclosure and confirmed in writing within
five (5) calendar days thereafter.

2. CONFIDENTIALITY: Any Confidential Information made available or disclosed to COMPANY shall

be used solely for the Purpose. No other use of Confidential Information is granted without the prior written
consent of the Disclosing Party.
3. TERM AND TERMINATION: This Agreement shall (unless extended by written agreement)
automatically terminate one (1) year after execution but may be terminated earlier by either Party giving at least
thirty (30) days written notice to the other Party of its intention to terminate. Termination shall not, however,
affect the rights and obligations in this Agreement with respect to Confidential Information supplied prior to
termination.

4. TERM OF CONFIDENTIALITY: From the date of its disclosure until ten (10) years after the date of
termination of this Agreement. COMPANY shall protect Customer’s Confidential Information by using the
same degree of reasonable care to prevent the dissemination to third parties or publication of the Confidential
Information as COMPANY uses to protect its own Confidential Information of a like nature.

5. EXCEPTIONS TO USE AND DISCLOSURE RESTRICTIONS: This Agreement imposes no

obligation upon a receiving Party with respect to Confidential Information which: (a) is already in or
subsequently enters the public domain, through no wrongful act of the receiving party; (b) is required to be
disclosed by court order or other lawful governmental action, but only to the extent so ordered, and provided
that the receiving Party shall notify the disclosing Party of the underlying proceeding in sufficient time so that
the disclosing Party may attempt to obtain a protective order, at receiving Party’s expense; (c) is independently
developed by the receiving Party, or (d) which is already in possession of the Receiving Party prior to the
Execution Date.

6. INTELLECTUAL PROPERTY: All Confidential Information is and shall remain the sole and
exclusive property of the disclosing Party, and neither Party acquires any license, intellectual property rights, or
legal or equitable interest in the other Party’s Confidential Information except for the limited right to use such
Confidential Information (including making copies thereof) as necessary for the Purpose. Provided, however,
any work product by COMPANY that in any way references Customer’s Confidential Information shall be
considered Customer’s intellectual property and ownership of such work product shall vest in Disclosing Party.
Nothing in this Agreement shall in any way restrict the Disclosing Party from disclosing the Confidential
Information to third parties on such terms as it considers appropriate.

7. DATA SECURITY: Without limiting the Party’s obligations under this Agreement, the Parties shall
implement administrative, physical and technical safeguards to protect Confidential Information that exceeds
banking industry practices, and shall ensure that all such safeguards, including the manner in which
Confidential Information, regardless of the type of Confidential Information, is collected, accessed, used,
stored, processed, disposed of and disclosed, comply with all data protection and privacy laws, as well as the
terms and conditions of this Agreement.

8. BREACH: The receiving Party shall promptly notify the disclosing Party immediately upon discovery
of any unauthorized use or threatened use or disclosure of Confidential Information and will reasonably
cooperate, at the receiving Party’s expense, with disclosing Party to help the disclosing Party regain Poseidon of
such Confidential Information and prevent further unauthorized use or disclosure. The receiving Party shall
immediately remedy any act or omission that compromises either the security, confidentiality or integrity of
Confidential Information (“Security Breach”) and prevent any further Security Breach in accordance with all
rights, laws, regulations and standards. The receiving Party shall reimburse the disclosing Party for actual costs
incurred by disclosing Party in responding to, and mitigating damages caused by, any Security Breach including
all costs of notice and/or remediation at the sole discretion of the Disclosing Party.

9. GOVERNING LAW AND JURISDICTION: Each Party agrees that it will comply with all applicable
U.S. and foreign export laws, rules and regulations including, without limitation, the International Traffic in
Arms Regulations of the U.S. Department of State, Walt Disney World Theme Parks, and the Export
Administration Regulations of the U.S. Department of Commerce in connection with the disclosure, use and
export of any Confidential Information disclosed hereunder. The Parties also acknowledge that these laws,
rules and regulations impose restrictions on the export of technical data and technology to foreign
entities/persons, wherever located, and authorization from the regulating government may be required prior to
export.

10. RETURN OF CONFIDENTIAL INFORMATION: Automatically, upon the termination of this

Agreement, without Customer providing any notice or request, the COMPANY shall return all originals, copies,
reproduction, and summaries of Customer’s Confidential Information in COMPANY’s possession or control,
including all work product any work product by COMPANY that in any way references Customer’s
Confidential Information. Receiving Party shall certify that all Confidential Information has been returned, in
writing. Customer may retain a single copy of such Confidential Information in a secure location, which may be
used solely for evidentiary purposes in the event of a dispute arising under or related to this Agreement.
Notwithstanding the obligations in this Clause 10, the Receiving Party shall be permitted to retain copies of
Confidential Information to the extent required by applicable laws, rules and regulations and such Confidential
Information shall continue to be held by the Receiving Party subject to the provisions of this Agreement.

11. RESIDUAL INFORMATION: The terms of this Agreement shall not be construed to limit Customer’s
right to independently develop or acquire competing technologies or products. Further, Customer shall be free
to use for any purpose the residuals resulting from access to or work with COMPANY’s Confidential
Information. The term "residuals" means information which is retained in memory by persons who have had
access to Confidential Information, including ideas, concepts, know-how or techniques contained there (if any).
Customer shall not have any obligation to limit or restrict the assignment of such persons or to pay royalties for
any work resulting from the use of residuals.

12. SPECIFIC PERFORMANCE: The Parties acknowledges that monetary damages are an insufficient
remedy for damages resulting from the unauthorized use or disclosure of Confidential Information and that the
disclosing Party shall be entitled, without waiving any other rights or remedies, to any injunctive or other
equitable relief as may be deemed appropriate by a court of competing jurisdiction. Nothing herein shall be
construed as prohibiting the disclosing Party from pursuing any other available remedy for unauthorized use or
disclosure or for breach or threatened breach of this Agreement.
13. INDEMNITY: COMPANY agrees to indemnify and defend Customer from all third-party claims
resulting from the negligent or wrongful disclosure of the Confidential Information by the Receiving Company.
This obligation shall include court, litigation expenses, and actual, reasonable attorney’s fees.

14. INDEPENDENT CONTRACTORS: The Parties are independent contractors and shall perform their
respective obligations hereunder without charge to the other. This Agreement shall not be construed as a sales
agreement, teaming agreement, joint venture or other similar arrangements; rather, the Parties expressly agree
that this Agreement is solely for the purpose of protecting Confidential Information. Neither Party shall assign
disclose the existence of this Agreement publicly without the prior written approval of the other Party. This
Agreement shall be binding on the Parties, their successors and assigns.

15. SEVERABILITY: If any term, provision, convenient or condition of this Agreement is held invalid or
unenforceable for any reason, the remaining provisions of this Agreement shall continue in full force and effect
as if this Agreement had been executed with the invalid portion eliminated, provided the effectiveness of the
remaining portions of this Agreement will not defeat the overall intent of the Parties. In such a situation, the
Parties agree, to the extent legal and possible, to incorporeal a replacement provision to accomplish the
originally intended effect.

16. MERGER CLAUSE: This Agreement constitutes the entire understanding and agreement of and
between the Parties relative to the protection of Confidential Information for the Purpose and it supersedes and
replaces any and all previous understandings, commitments or agreements relating thereto, whether oral or
written. This Agreement shall apply in lieu of any specific legends or markings that Receiving Party uses to
control reproduction, use and disclosure of Confidential Information, and the rights and obligations of the
Parties shall be determined exclusively by the terms and conditions of this Agreement. This Agreement shall
not be amended or modified, nor shall any waiver of any right hereunder be effective, unless set forth in a
document executed by duly authorized representatives of the Parties.

For and on behalf of Customer For and on behalf of

Company

Name : [●] Name : [●]

Designation : [●] Designation : [●]