Mutual Non-Disclosure Agreement

This Agreement shall become effective on the date on which it is digitally executed by the Recipient (the "Effective Date").

The Parties wish to engage in discussions, evaluations, demonstrations, testing, or potential collaboration relating to the Company's proprietary technologies, including but not limited to neurotechnology systems, brain-computer interfaces, software platforms, algorithms, hardware devices, and associated research (the "Purpose").

The Recipient acknowledges that access to Confidential Information is granted strictly for this Purpose and no other use is permitted.

"Confidential Information"shall mean any and all information disclosed by the Company to the Recipient, whether orally, visually, electronically, or in writing, that is not publicly available and that relates to the Company's business, technology, or operations.

This includes, but is not limited to:

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

1. Was publicly available at the time of disclosure;
2. Was already in lawful possession of the Recipient;
3. Was independently developed without use of Confidential Information;
4. Was lawfully obtained from a third party without restriction.

The Recipient agrees to:

1. Maintain strict confidentiality of all Confidential Information;
2. Use such information solely for the Purpose;
3. Not disclose Confidential Information to any third party without prior written consent;
4. Limit access only to individuals who have a strict need-to-know;
5. Ensure such individuals are bound by confidentiality obligations at least as restrictive as this Agreement.

The Recipient shall not, directly or indirectly:

1. Reverse engineer, decompile, or disassemble any product, prototype, or software;
2. Copy, reproduce, or modify any Confidential Information;
3. Create derivative works or competing technologies;
4. Analyze or extract underlying structure, logic, or algorithms;
5. Transfer technical knowledge to any third party;
6. Use Confidential Information for commercial purposes outside the Purpose.

The Recipient shall implement reasonable safeguards to protect Confidential Information.

In the event of unauthorized disclosure, loss, or breach, the Recipient must:

• Notify the Company immediately;
• Take all reasonable steps to mitigate damage;
• Cooperate in remediation efforts.

The Recipient shall be liable for all damages arising from such breach.

All Confidential Information remains the sole and exclusive property of the Company.

Nothing in this Agreement shall be construed as granting any license, ownership, or rights to the Recipient.

The Recipient agrees not to:

• File patents or claims based on the Confidential Information;
• Use the information to build competing products;
• Claim ownership of any derivative innovation.

Any feedback, suggestions, or improvements provided by the Recipient shall:

• Become the sole property of the Company;
• Be usable without restriction or compensation;
• Not create any ownership or licensing rights for the Recipient.

The Recipient agrees not to bypass, compete with, or replicate the Company's business relationships, partners, or business model using Confidential Information.

All Confidential Information is provided "as-is" without any warranties, express or implied.

This Agreement shall remain in effect for a period of five (5) years from the Effective Date.

Confidentiality obligations shall survive termination for five (5) years or until the information becomes public, whichever is later.

Either Party may terminate this Agreement with thirty (30) days written notice.

Upon termination, the Recipient must:

• Cease use of Confidential Information;
• Destroy or return all materials;
• Provide written confirmation upon request.

Nothing in this Agreement shall create any partnership, joint venture, or employment relationship.

This Agreement shall be governed by the laws of India. Courts in Telangana shall have exclusive jurisdiction.

The Parties agree that monetary damages may be insufficient and that the Company shall be entitled to injunctive relief and other legal remedies.

This Agreement constitutes the entire agreement between the Parties. Any amendments must be in writing and signed. If any provision is found invalid, the remaining provisions shall remain enforceable.

This Agreement may be executed electronically and shall be legally binding upon digital acceptance.