Sign the mutual non-disclosure agreement.

MAARG VENTURES

32392 S. Coast Highway, Suite 170, Laguna Beach, CA 92651

MUTUAL NON-DISCLOSURE AGREEMENT

Code Review, Technical Advisory and Remediation Services

This Mutual Non-Disclosure Agreement (this "Agreement") is made between Maarg Ventures, Inc., a Delaware corporation with offices at 32392 S. Coast Highway, Suite 170, Laguna Beach, CA 92651 ("Maarg" or the "Company"), and , a with offices at ("Client"). Maarg and Client are each a "Party" and together the "Parties."

Effective Date. This Agreement is effective as of (the "Effective Date"). Each Party's signature is dated as of the date that Party actually signs.

Recitals

A. Client owns or operates certain existing software and wishes to engage Maarg to review source code, provide technical advice, and potentially diagnose and remediate issues in that software.

B. Maarg is engaged in the research, development, deployment, and commercialization of artificial intelligence technologies, including agentic AI systems, and provides advisory and engineering services to numerous clients across many industries.

C. In connection with evaluating and pursuing that engagement, each Party may disclose confidential and proprietary information to the other, and the Parties enter into this Agreement to record in writing the obligations that apply to that information.

1. Purpose

The Parties are exchanging information solely for the purpose of (a) evaluating whether to enter into a business relationship, and (b) if entered into, Maarg's review of Client's source code, provision of technical advisory services, and potential diagnosis and remediation of issues in Client's existing software (the "Purpose"). Neither Party may use the other Party's Confidential Information for any other purpose.

2. Confidential Information

2.1 "Confidential Information" means non-public information disclosed by or on behalf of a Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with the Purpose, that is either (a) marked or identified in writing as confidential or proprietary at the time of disclosure, or (b) disclosed in circumstances in which a reasonable person would understand the information to be confidential given its nature and the manner of disclosure. Confidential Information may include source code, object code, software architecture, system configurations, technical specifications, credentials, business plans, customer and personnel information, pricing, and financial information.

2.2 Information disclosed orally or visually constitutes Confidential Information only if the Disclosing Party identifies it as confidential at the time of disclosure and, within thirty (30) days thereafter, delivers to the Receiving Party a written summary reasonably identifying the information as confidential. Failure to provide that confirmation does not waive confidentiality for information that clearly qualifies under Section 2.1(b).

2.3 Without limiting Section 2.1, Client's source code and system credentials provided to Maarg for the Purpose are Confidential Information of Client whether or not marked.

2.4 Confidential Information does not include information that the Receiving Party can demonstrate by contemporaneous written records: (a) is or becomes generally known or publicly available through no act or omission of the Receiving Party; (b) was rightfully known to or in the possession of the Receiving Party, without restriction, before disclosure by the Disclosing Party; (c) is rightfully obtained from a third party without restriction and without breach of any obligation of confidentiality; (d) is independently developed by or for the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (e) is approved for release by prior written authorization of the Disclosing Party.

3. Obligations of the Receiving Party

3.1 The Receiving Party will (a) hold the Disclosing Party's Confidential Information in confidence, (b) use it solely for the Purpose, and (c) protect it using at least the same degree of care it uses to protect its own confidential information of like importance, and in no event less than a reasonable degree of care.

3.2 The Receiving Party may disclose Confidential Information only to its officers, directors, employees, contractors, subcontractors, agents, advisors, and affiliates who have a need to know for the Purpose and who are bound by confidentiality obligations no less protective than those in this Agreement ("Representatives"). The Receiving Party is responsible for any breach of this Agreement by its Representatives.

3.3 AI-assisted tools. The Parties acknowledge that Maarg's ordinary course of business, including software review and development, involves the use of artificial intelligence and machine learning tools, including large language models, coding assistants, and agentic AI systems. Client expressly consents to Maarg's processing of Client's Confidential Information through such tools, provided that Maarg uses commercially reasonable efforts to select offerings whose terms do not permit the provider to use customer inputs or outputs to train publicly available foundation models. That use is not a breach of this Agreement.

3.4 Compelled disclosure. The Receiving Party may disclose Confidential Information to the extent required by law, regulation, subpoena, or court or governmental order, provided that, where legally permitted, it gives the Disclosing Party prompt written notice and reasonable cooperation, at the Disclosing Party's expense, to seek a protective order or other remedy. Disclosure made in compliance with this Section is not a breach.

3.5 No reverse engineering. Except as necessary for and within the scope of the Purpose, the Receiving Party will not disassemble, decompile, or reverse engineer any software or hardware of the Disclosing Party. For the avoidance of doubt, Maarg's analysis, debugging, instrumentation, and modification of Client's software as part of the Purpose is expressly permitted.

3.6 No personal or third-party data. Neither Party will disclose to the other any personal information, protected health information, payment card data, or third-party proprietary materials unless (a) the disclosure is necessary for the Purpose, (b) the Disclosing Party has all rights and consents required to make it, and (c) the Parties have first agreed in writing on any additional handling requirements. The Disclosing Party is solely responsible for any failure to comply with this Section.

4. Ownership; No License

4.1 All Confidential Information remains the property of the Disclosing Party. Nothing in this Agreement transfers or assigns any right, title, or interest in or to any Confidential Information or any patent, copyright, trade secret, trademark, or other intellectual property right.

4.2 No license, whether express, implied, by estoppel, or otherwise, is granted under this Agreement, other than the limited right to use the Disclosing Party's Confidential Information solely for the Purpose.

4.3 Neither Party is obligated to disclose any particular information or to enter into any further agreement or business relationship. Either Party may terminate discussions at any time.

5. Reservation of Rights; Maarg Background Technology

5.1 Background Technology. Maarg has developed and continues to develop, independently and for other clients, substantial proprietary technology, know-how, and methods in the field of artificial intelligence, including agentic AI architectures, autonomous and multi-agent systems, orchestration frameworks, prompts and prompt libraries, evaluation harnesses, tooling, models, model weights, fine-tunes, datasets, reference implementations, templates, libraries, and associated documentation and methodologies (collectively, "Maarg Background Technology").

5.2 Exclusive ownership. As between the Parties, Maarg exclusively owns all right, title, and interest in and to Maarg Background Technology, including all improvements, derivatives, enhancements, and modifications, whether created before, during, or after the term of this Agreement. Nothing in this Agreement, and no disclosure of or exposure to Client's Confidential Information, gives Client any right, title, interest, license, or claim of any kind in or to Maarg Background Technology.

5.3 No implied assignment. Client acknowledges that this Agreement is not a work-for-hire, invention assignment, or contribution agreement of any kind, and that no intellectual property created by Maarg is assigned to Client under it. Ownership of any deliverables or work product arising from a future engagement will be addressed exclusively in a separate written agreement signed by both Parties.

5.4 No model or training claims. Client will not assert, and hereby disclaims, any right, title, interest, license, royalty, or other claim in or to any artificial intelligence model, agent, system, weight, embedding, output, or derivative work developed, trained, fine-tuned, or operated by Maarg, whether or not Maarg used AI-assisted tools in performing work under or related to the Purpose. This Section does not authorize Maarg to incorporate Client's source code into a publicly distributed product and does not waive Client's ownership of its own Confidential Information.

6. Residual Knowledge

Nothing in this Agreement restricts either Party from using Residuals for any purpose, including the development, manufacture, marketing, and provision of products and services, provided that this Section grants no license under any patent or copyright of the Disclosing Party and does not permit the intentional recall or reproduction of the Disclosing Party's Confidential Information in tangible form. "Residuals" means information in non-tangible form retained in the unaided memory of individuals who have had access to the Disclosing Party's Confidential Information, including general ideas, concepts, know-how, techniques, architectures, and skills. An individual's memory is unaided if the individual has not intentionally memorized the Confidential Information for the purpose of retaining and using it.

7. Independent Development; No Exclusivity

7.1 Nothing in this Agreement limits either Party from independently developing, acquiring, licensing, marketing, or providing products, services, technologies, or systems that are similar to, competitive with, or that perform the same or similar functions as those of the other Party, provided the Receiving Party does not breach Section 3 in doing so.

7.2 Maarg provides advisory, engineering, and AI development services to many clients, some of whom may compete with Client. Nothing in this Agreement restricts Maarg from engaging with any such client or from working in any field, industry, or subject matter, including agentic AI, cloud engineering, software modernization, and enterprise integration.

7.3 No non-compete or non-solicit. This Agreement contains no covenant not to compete and no covenant not to solicit or hire. Neither Party is restricted from soliciting, hiring, engaging, or contracting with any person or entity, including any employee, contractor, or customer of the other Party. Any such restriction, if desired, must be set out in a separate written agreement signed by both Parties.

8. Term; Return and Destruction

8.1 This Agreement takes effect on the Effective Date and continues for two (2) years, unless earlier terminated by either Party on thirty (30) days' written notice. Termination or expiration does not affect obligations with respect to Confidential Information disclosed before it.

8.2 The obligations in Sections 2 through 7 and 9 through 12 survive for three (3) years following the date of disclosure of the applicable Confidential Information, except that (a) obligations with respect to information constituting a trade secret under applicable law continue for so long as the information remains a trade secret, and (b) Sections 4, 5, 6, and 7 survive indefinitely.

8.3 Upon the Disclosing Party's written request, the Receiving Party will promptly return or destroy the Disclosing Party's Confidential Information in its possession and, if requested, certify that destruction in writing. The Receiving Party may retain (a) one archival copy solely to establish its obligations and rights under this Agreement, and (b) copies retained automatically in routine backup, archival, or electronic communications systems, in each case subject to the continuing obligations of this Agreement.

9. No Warranty; Limitation of Liability

9.1 All Confidential Information is provided "as is," without warranty of any kind, express or implied, including any warranty of accuracy, completeness, merchantability, fitness for a particular purpose, or non-infringement. Neither Party is liable for any decision made or action taken by the other in reliance on Confidential Information.

9.2 This Agreement does not obligate Maarg to perform any services, to identify any defect or vulnerability, or to deliver any work product. Any observations, comments, or preliminary findings shared by Maarg before execution of a separate services agreement are provided as a courtesy, without warranty, and create no liability.

9.3 Except for a Party's breach of Section 3, neither Party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, or loss of data, arising out of or relating to this Agreement, even if advised of the possibility of such damages.

10. Feedback

If either Party provides suggestions, comments, or other feedback regarding the other Party's products, services, or technology ("Feedback"), the receiving Party may use and incorporate that Feedback without restriction, obligation, attribution, or compensation. Feedback is provided without warranty and creates no obligation for the providing Party to implement it.

11. Remedies

Each Party acknowledges that unauthorized disclosure or use of Confidential Information may cause harm that money damages alone could not adequately remedy, and agrees that the Disclosing Party is entitled to seek injunctive and other equitable relief, without the necessity of posting a bond, in addition to any other remedy available at law.

12. General

12.1 This Agreement is governed by the laws of the State of California, without regard to its conflict of laws rules. The Parties consent to exclusive jurisdiction and venue in the state and federal courts located in Orange County, California.

12.2 The Parties are independent contractors. This Agreement creates no partnership, joint venture, agency, fiduciary, or employment relationship.

12.3 Neither Party may assign this Agreement without the other Party's prior written consent, except in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section is void.

12.4 Notices must be in writing and delivered to the addresses set out above, with a copy by email to the signatory addresses below, by personal delivery, nationally recognized overnight courier, or certified mail, and are effective upon receipt.

12.5 This Agreement is the entire agreement between the Parties on its subject matter and supersedes all prior understandings on that subject, whether written or oral. It may be amended only in a writing signed by both Parties. No purchase order, click-through, portal, or other pre-printed terms will modify it.

12.6 No failure or delay in enforcing any provision operates as a waiver of it.

12.7 If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will stay in full force.

12.8 This Agreement may be signed in counterparts and by electronic signature, each of which is an original and all of which together form one agreement.