Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (the "Agreement") is between Vitabyte, Inc., a New York corporation with its principal office at 3525 30th Ave, Suite 306, Astoria, NY 11103 ("Vitabyte"), and the person or organization named as the counterparty in the electronic signature record (the "Counterparty"). Each is a "party", and together they are the "parties".

The parties want to exchange information so they can evaluate, negotiate or carry out the following: the purpose stated in the electronic signature record (or, if none is stated, evaluating a possible business relationship with Vitabyte) (the "Purpose"). Each party may disclose information (as the "Discloser") and receive information (as the "Recipient"). This Agreement sets the rules for that exchange.

The Agreement takes effect on the date the Counterparty signs it electronically (the "Effective Date").

Confidential Information means any non-public information that a Discloser, or anyone acting for it, makes available to the Recipient on or after the Effective Date, or made available before it in connection with the Purpose, in any form and by any means. It includes information shared in writing, electronically, orally or visually, and information observed during a demonstration, meeting, site visit, screen share, video call, code walkthrough or test session, whether or not it is marked or described as confidential, provided that a reasonable person would understand it to be confidential from its nature or the circumstances of disclosure.

For Vitabyte, Confidential Information specifically includes everything relating to its products and services, including Translink (identity hub, payments portal and developer API), VITAPOS (Android point-of-sale application, APKs and back office), VitaRemote (remote management agents and console), VITABYTE CRM, Angie and Angie Eats (guest ordering and AI assistant), and its food and beverage inventory product; their source code, object code, builds, APKs, agents, firmware, database schemas, interfaces, prompts, model configurations, evaluation sets, designs, screens, architecture, security measures, roadmaps, pricing, costs, processor and vendor arrangements, and all customer, merchant, guest and cardholder data.

For either party, Confidential Information also includes business plans, financial information, customer and supplier lists, personnel information, the existence and terms of any negotiation between the parties, and the terms of this Agreement.

Representatives means a party's affiliates and its and their directors, officers, employees, contractors, and professional advisers (lawyers, accountants and financial advisers) who need to know the information for the Purpose and are bound by duties of confidentiality at least as protective as this Agreement.

Trade Secret has the meaning given in the Defend Trade Secrets Act, 18 U.S.C. §1839, and New York law.

Confidential Information does not include information that the Recipient can show by written records:

1. is or becomes generally available to the public through no act or omission of the Recipient or its Representatives;
2. was lawfully known to the Recipient, without a duty of confidentiality, before the Discloser disclosed it;
3. is lawfully received from a third party who is free to disclose it without restriction; or
4. is independently developed by the Recipient's personnel who had no access to the Discloser's Confidential Information.

Information is not within an exclusion merely because individual parts of it are public, or because it could be assembled from public sources, unless the combination itself is public.

The Recipient will:

• use Confidential Information only for the Purpose and for no other reason;
• disclose it only to Representatives who need to know it for the Purpose, after informing them of its confidential nature;
• not disclose it to anyone else without the Discloser's prior written consent;
• protect it with at least the degree of care it uses for its own information of similar importance, and never less than reasonable care, including reasonable technical, physical and administrative safeguards;
• not copy it except as reasonably needed for the Purpose, and keep any copy marked or stored as confidential; and
• notify the Discloser promptly in writing on becoming aware of any unauthorized access, use or disclosure, and cooperate reasonably to limit the harm.

The Recipient is responsible for any act or omission of its Representatives that would breach this Agreement if done by the Recipient.

The Recipient will not, and will not allow anyone to, reverse engineer, decompile, disassemble, decrypt, unpack, extract, or attempt to derive the source code, algorithms, data structures, prompts, model configurations or internal design of any software, hardware, prototype, build, APK, agent, firmware, device, sample or service that the Discloser discloses or provides, except to the extent applicable law expressly permits that activity despite this restriction. The Recipient will not benchmark such items for publication, circumvent any technical protection, or use them to build or improve a competing product.

The Recipient will not enter, upload, paste, attach or otherwise submit any Confidential Information to any artificial intelligence, large language model, machine learning, transcription, translation or similar tool or service that retains inputs beyond the session, uses inputs to train or improve any model, or makes inputs available to its provider or any third party. This includes public chat assistants, coding assistants, meeting recorders and note-taking tools. A tool may be used only if the Discloser has approved it in writing and it operates under a contract that prohibits retention, training and onward disclosure. The Recipient will not record or transcribe meetings, demonstrations or screen shares without the Discloser's written consent.

If the Recipient or a Representative is required by law, regulation, subpoena, court order or similar legal process to disclose Confidential Information, the Recipient will, where legally permitted, give the Discloser prompt written notice so the Discloser can seek a protective order or other remedy, and will cooperate reasonably at the Discloser's expense. The Recipient will disclose only the portion it is legally required to disclose and will use reasonable efforts to obtain confidential treatment for it. Information disclosed under this section remains Confidential Information for all other purposes.

Within ten (10) days after the Discloser's written request, or after the Purpose ends, whichever is earlier, the Recipient will return or securely destroy all Confidential Information in its or its Representatives' possession, including copies, notes, extracts and analyses that contain or reflect it, and will delete it from all systems, devices and accounts. An officer of the Recipient will certify completion in writing on request.

The Recipient may keep copies that its Representatives are required to keep by law or professional rules, or that exist in automatic backup systems and cannot reasonably be deleted, as long as those copies are not accessed for any other purpose and remain subject to this Agreement for as long as they are kept.

Neither party has any right to use information retained in the unaided memory of its personnel. The parties expressly agree that there is no residuals right of any kind under this Agreement. Information that a person remembers remains Confidential Information and is subject to every restriction in this Agreement.

During the term of this Agreement and for twelve (12) months after the last disclosure under it, neither party will, directly or indirectly, solicit for employment or engagement any employee or individual contractor of the other party with whom it had direct contact, or whose work it learned about, in connection with the Purpose. General advertising and job postings not aimed at those individuals, and hiring someone who responds to them without other solicitation, do not breach this section. Nothing in this section restricts any individual's right to seek or accept employment.

All Confidential Information remains the property of the Discloser. Nothing in this Agreement grants the Recipient any licence or other right under any patent, copyright, trade secret, trademark or other intellectual property, except the limited right to use Confidential Information for the Purpose.

Neither party is obliged to disclose any particular information, to proceed with any transaction or relationship, or to refrain from discussions with others, unless a separate signed written agreement says so. Any such transaction will be governed only by that separate agreement.

Confidential Information is provided "as is". The Discloser makes no representation or warranty as to its accuracy or completeness, and has no liability for the Recipient's use of it, except as stated in a separate signed agreement.

This Agreement covers disclosures made during the three (3) years after the Effective Date. Either party may end future disclosures earlier by written notice. The Recipient's duties for each item of Confidential Information last for three (3) years after the end of this Agreement, except that duties for any Trade Secret last for as long as it remains a Trade Secret under applicable law, and duties for personal data and customer, merchant, guest or cardholder data last for as long as the Recipient or its Representatives hold that data.

Under 18 U.S.C. §1833(b), an individual will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret that is made (a) in confidence to a federal, state or local government official, directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other document filed in a lawsuit or other proceeding, if that filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to his or her attorney and use it in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret except under court order. Nothing in this Agreement prohibits any person from reporting possible violations of law to a government agency or from making disclosures protected by whistleblower laws.

Each party acknowledges that unauthorized use or disclosure of the other's Confidential Information would cause irreparable harm for which money damages would not be an adequate remedy. The Discloser is therefore entitled to seek a temporary restraining order, preliminary and permanent injunctive relief, and specific performance to prevent or stop any actual or threatened breach, without posting a bond or other security and without proving actual damages, in addition to every other remedy available at law or in equity. In any action to enforce this Agreement, the prevailing party may recover its reasonable attorneys' fees and costs.

Each party will comply with all applicable export control and sanctions laws of the United States and other relevant jurisdictions, and will not export, re-export or transfer any Confidential Information or technical data received under this Agreement in violation of those laws.

This Agreement is governed by the laws of the State of New York, without regard to conflict-of-law rules that would apply another jurisdiction's law. Each party submits to the exclusive jurisdiction and venue of the state and federal courts located in the Eastern District of New York for any dispute arising out of or relating to this Agreement, and waives any objection to that venue, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its Confidential Information or intellectual property.

EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

• Entire agreement. This Agreement is the entire agreement between the parties about its subject matter and replaces all earlier and contemporaneous understandings about it. Terms in any click-through, purchase order or similar document do not change it.
• Amendment and waiver. Any change must be in a writing signed (including electronically) by both parties. A failure or delay in enforcing a right is not a waiver of it.
• Assignment. Neither party may assign this Agreement without the other's written consent, except to a successor to all or substantially all of its business or assets that agrees in writing to be bound. The Agreement binds and benefits permitted successors and assigns.
• Severability. If any provision is found unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions stay in effect.
• Notices. Notices must be in writing and sent by certified mail or recognized courier. Notices to Vitabyte go to Vitabyte, Inc., Attn: George Karabelas, CEO, 3525 30th Ave, Suite 306, Astoria, NY 11103; notices to the Counterparty go to the address it gives at signing or later in writing.
• Independent parties. The parties are independent contractors. This Agreement creates no partnership, joint venture, agency or fiduciary relationship.
• Counterparts. This Agreement may be signed in counterparts and electronically; each counterpart is an original.

The parties agree to sign this Agreement electronically and agree that an electronic signature has the same legal effect as a handwritten signature, under the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. §7001 et seq.) and New York's Electronic Signatures and Records Act (N.Y. State Technology Law §301 et seq.).

The Counterparty's signatory signs by ticking an unchecked acceptance box for this document in Vitabyte's identity hub and typing their full name and title. Vitabyte records the document title and version, a SHA-256 hash of the exact text accepted, the date and time, the IP address and the browser user agent, in an append-only record that cannot be edited or deleted. Both parties agree that this record is admissible as evidence that the named person signed this exact text on behalf of the Counterparty, and will not contest its validity or admissibility on the ground that it is electronic.

The person signing represents that they are authorized to bind the Counterparty.

Vitabyte accepts this Agreement either by its authorized signatory countersigning electronically or by granting the Counterparty access to any Vitabyte Confidential Information after the Counterparty has signed, whichever happens first.

Questions about this Agreement: in writing by mail (certified mail or courier) to Vitabyte, Inc., Attn: George Karabelas, CEO, 3525 30th Ave, Suite 306, Astoria, NY 11103.