Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (the “NDA”) is entered into as of the date MindHYVE countersigns it between MindHYVE.ai, Inc., a Nevada corporation, 1501 Quail St, Suite 130, Newport Beach, CA 92660 (“MindHYVE”), and the individual or entity identified in the Partner’s application and signature record (“Partner”). Each is a “Party” and together the “Parties.” It is the NDA referred to in Section 10.1 of the Referral Partner & Sales Commission Agreement between the Parties (the “Agreement”).

1. Purpose

The Parties will share non-public information in order to perform the Agreement (the “Purpose”). This NDA protects that information.

2. Confidential Information

2.1 “Confidential Information” means all non-public information disclosed by or for a Party (the “Discloser”) to the other (the “Recipient”), in any form, that is marked confidential or that a reasonable person would understand to be confidential from its nature or the circumstances of disclosure.

2.2 Confidential Information of MindHYVE includes, without limitation, product roadmaps, pricing, proposals, client and prospect lists and data, technical and architectural information, the design and operation of Eve and of MindHYVE’s Agentic AI systems, model composition and configuration, prompts, outputs, internal tools, source code, financial information, and information received through the Partner’s mindhyve.ai email account or through Eve.

2.3 Confidential Information does not include information the Recipient can show (a) is or becomes public other than through the Recipient’s breach; (b) was lawfully known to the Recipient before disclosure; (c) is lawfully received from a third party without a duty of confidentiality; or (d) is independently developed without use of the Discloser’s Confidential Information.

3. Obligations

The Recipient will:

• use the Discloser’s Confidential Information only for the Purpose;
• keep it confidential using at least the care it uses for its own confidential information and no less than reasonable care;
• not disclose it to anyone except those of its personnel and advisers who need to know it for the Purpose and who are bound by confidentiality obligations at least as protective as this NDA;
• not copy, reverse-engineer, decompile or extract any part of Eve, its outputs or underlying data, or any MindHYVE system, for any use outside the Purpose;
• not input the Discloser’s Confidential Information into any third-party tool or service not approved in writing by the Discloser; and
• promptly notify the Discloser of any unauthorized use or disclosure and help to limit it.

4. Compelled disclosure

If the Recipient is legally required to disclose Confidential Information, it will, where lawful, give the Discloser prompt written notice so the Discloser may seek protective relief, and will disclose only the portion legally required.

5. Return and deletion

On request, and in any event when the Agreement ends, the Recipient will return or securely delete the Discloser’s Confidential Information and confirm in writing that it has done so. Copies held in routine backups may be retained until overwritten, and remain subject to this NDA.

6. Ownership; no licence

All Confidential Information remains the property of the Discloser. This NDA grants no licence or other right in it, and no obligation to disclose or to enter into any other agreement. Information is provided “as is.”

7. Term

This NDA covers Confidential Information disclosed from the date MindHYVE countersigns it until the Agreement ends. The Recipient’s obligations continue for three (3) years after the Agreement ends, and continue for as long as the information remains a trade secret, or, for personal data, as long as the Recipient holds it.

8. Personal data

The Recipient will handle any personal data within the Confidential Information in accordance with applicable data-protection law and will not use it except for the Purpose.

9. Remedies

Unauthorized use or disclosure may cause irreparable harm for which damages are inadequate. The Discloser may seek injunctive relief in a court of competent jurisdiction in addition to any other remedy, without proving actual damages.

10. Governing law and disputes

This NDA is governed by the laws of the State of Nevada, without regard to its conflict-of-law rules. Disputes are resolved as set out in Section 14 of the Agreement, save that either Party may seek interim injunctive relief in court as provided in Section 9 above.

11. General

If this NDA and Section 10 of the Agreement conflict, the provision more protective of the Party whose information is concerned applies. This NDA, with the Agreement, is the entire agreement on its subject. It may be amended only in a writing signed by both Parties, and Partner may not assign it without MindHYVE’s written consent. If any provision is unenforceable, the rest remains in effect. It may be signed in counterparts and electronically, and is made in English.