NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement ("Agreement") takes effect upon electronic acceptance ("Effective Date") by and between:

Disclosing Party: Caido Labs Inc., a corporation incorporated under the laws of Canada, having its registered office at 200-4388 Rue Saint-Denis, Montreal, Quebec, H2J 2L1, Canada ("Company").

Receiving Party: The individual or corporate entity requesting access to compliance, security, or technical documentation through Company's trust portal ("Receiving Party").

WHEREAS, Company possesses certain confidential and proprietary information relating to its security architecture, compliance audit reports, penetration test results, and operational procedures; and

WHEREAS, Receiving Party desires to receive access to such information solely for the purpose of evaluating a potential or ongoing business relationship with Company;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definition of Confidential Information

"Confidential Information" means all non-public information disclosed by Company to Receiving Party through Company's trust portal or any associated security repository, whether orally, visually, or in electronic form, including but not limited to:

a) Security audit reports (including SOC 2, ISO certifications, and related compliance materials);
b) Penetration testing reports, vulnerability assessment findings, and remediation logs;
c) Information security policies, incident response plans, and disaster recovery procedures;
d) System architecture, network diagrams, source code details, and technical specifications; and
e) Any other information marked "Confidential" or that reasonably should be understood to be confidential given its nature or the circumstances of disclosure.

2. Obligations of Receiving Party

Receiving Party agrees to:

a) Hold all Confidential Information in strict confidence;
b) Not disclose, publish, or disseminate Confidential Information to any third party without Company's prior written consent;
c) Use Confidential Information solely for the purpose of evaluating a potential or ongoing business relationship with Company;
d) Protect Confidential Information using at least the same degree of care used for its own confidential materials of like nature, but no less than a reasonable standard of care;
e) Limit access to Confidential Information strictly to those of its employees, officers, directors, contractors, and legal/financial advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein; and
f) Not copy, decompile, reverse engineer, or attempt to derive technical specifications from any Confidential Information provided.

3. Exclusions

Confidential Information does not include information that Receiving Party can demonstrate through written records:

a) Is or becomes publicly known through no breach of this Agreement by Receiving Party;
b) Was rightfully in Receiving Party's possession prior to disclosure by Company;
c) Is rightfully received from a third party without restriction and without breach of any duty of confidentiality;
d) Is independently developed by Receiving Party without use of or reference to Company's Confidential Information; or
e) Is required to be disclosed pursuant to a judicial order, law, or governmental regulation, provided Receiving Party gives Company prompt written notice to allow Company an opportunity to seek a protective order or appropriate remedy.

4. Ownership and Destruction of Materials

All Confidential Information remains the sole and exclusive property of Company. Upon written request by Company or upon termination of discussions, Receiving Party shall promptly delete, destroy, or return all tangible and electronic copies of Confidential Information in its possession, and certify such destruction in writing upon request.

5. Term and Duration

This Agreement commences on the Effective Date. The obligations of confidentiality shall survive for a period of three (3) years from the date of initial disclosure of the Confidential Information.

6. Governing Law and Jurisdiction

This Agreement shall be governed by, and construed in accordance with, the laws of the Province of Quebec and the federal laws of Canada applicable therein, without giving effect to conflict of law principles. The parties irrevocably submit to the exclusive jurisdiction of the courts of the Judicial District of Montreal, Province of Quebec, Canada.

7. Remedies

Receiving Party acknowledges that any unauthorized use or disclosure of Confidential Information may cause irreparable harm to Company for which monetary damages would be inadequate. Accordingly, Company shall be entitled to seek injunctive relief and specific performance in addition to any other remedies available at law or in equity.

8. General Provisions

a) Entire Agreement: This Agreement constitutes the complete and exclusive agreement between the parties regarding its subject matter and supersedes all prior proposals or communications.
b) Severability: If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
c) Electronic Acceptance: Acceptance of this Agreement via electronic click-through or digital prompt constitutes a valid, binding agreement under applicable electronic transaction laws, including Quebec's Act to establish a legal framework for information technology.