MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

Please read the following carefully before accepting this Mutual Non-Disclosure and Confidentiality Agreement (“Agreement”). By clicking “I agree”, “accept”, or a similar button, you acknowledge that you, on your own behalf as an individual and on behalf of your employer, organization, or another legal entity (collectively “Partner”, “you”, or “your”), have read and understood, and agree to comply with the terms and conditions under this Agreement (the date of such occurrence being the “Effective Date”), and are entering into a binding legal agreement with SecuriThings Inc., a Delaware corporation (“Company”). Company and Partner shall each be referred to hereinafter as a “Party” and collectively as the “Parties”. If you are entering into this Agreement on behalf of your employer, organization, or other legal entity, you hereby represent that you have full authority to bind said employer, organization, or other legal entity to this Agreement. If you do not agree to comply with and be bound by this Agreement or do not have authority to bind your employer, organization, or other legal entity, please do not accept this Agreement. You hereby waive any applicable rights to require original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.

WHEREAS, the parties are engaged in discussions in contemplation of a business relationship (the “Purpose”) and;

WHEREAS, in the course of dealings between the parties, each party may access to or disclose to each other “Confidential Information” (as hereinafter defined).

NOW THEREFORE, in consideration of the foregoing, the parties mutually agree as follows:

1. Each party hereto obtaining Confidential Information (the “Receiving Party”) from the other party (the “Disclosing Party”) shall not disclose or otherwise provide any Confidential Information to third parties without the prior written consent of the Disclosing Party.

2. For purposes of this Agreement, “Confidential Information” shall mean all information in any and all medium disclosed by the Disclosing Party to the Receiving Party.

3. The Receiving Party undertakes not to disclose, copy or use (including for development) the Confidential Information except for the discussions and negotiations with respect to the Purpose. The Receiving Party shall not acquire any rights or license of any kind under any patent, copyright, trademark, trade secret, or other intellectual property right in or to the Confidential Information, either directly or by implication.

4. The Receiving Party will hold all Confidential Information segregated from any other information, in strict confidence and shall safeguard the Confidential Information with the same degree of care that it takes to protect its own Confidential Information of a similar nature, and in any event, with a reasonable degree of care.

5. The Receiving Party will internally disclose Confidential Information only to its employees or agents who need to know such information and who have signed a written non-disclosure agreement binding them to terms and conditions substantially similar to this Agreement.

6. It is agreed that the term “Confidential Information” shall not include any information which: (i) Was known to the Receiving Party prior to disclosure by the Disclosing Party, as proven by written records of the Receiving Party; (ii) Is in the public domain at the time of disclosure or later becomes part of the public domain through no fault of the Receiving Party; (iii) Is disclosed to the Receiving Party by a third party who is not in breach of an obligation of confidentiality; (iv) Was or is independently developed by the Receiving Party without use of the Confidential Information disclosed by the Disclosing Party; or (v) Is required to be disclosed by law, provided however, that if the Receiving Party receives a subpoena or similar document requiring it to disclose the Confidential Information, the Receiving Party shall notify promptly the Disclosing Party so that the Disclosing Party can take appropriate action to suppress the disclosure of its Confidential Information or else insure that its Confidential Information is disclosed under confidentiality provisions only.

7. Upon a written request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party, or destroy subject to the Disclosing Party’s written instructions, all Confidential Information in its possession, and shall provide the Disclosing Party with a written certificate evidencing the complete and full execution of the provisions hereof.

8. The Confidential Information Disclosed under this Agreement is delivered “as is” and the Disclosing Party makes no representation of any kind with respect to the accuracy of such Confidential Information or its suitability for any particular use.

9. This Agreement is effective as of the date hereof and shall continue in effect until either party provides the other party written notice of termination, provided that all obligations of the parties with respect to the Confidential Information shall survive such termination and shall remain in full force and effect for a period of 3 years following the disclosure of such Confidential Information.

10. Unauthorized disclosure or use of Confidential Information may give rise to irreparable injury, which may not be adequately compensated by damages. The parties agree and acknowledge that money damages are not a sufficient remedy for any breach of this Agreement by the Receiving Party and that the Disclosing Party shall be entitled to specific performance or injunctive relief (as appropriate) as a remedy for any breach or threatened breach thereof, in addition to any other remedies available at law or in equity.

11. This Agreement does not create an agency, partnership or similar relationship between the parties. Neither party hereby acquires any rights to use in advertising, publicity or other marketing activities any name, trade name, trademark or other designation of the other party.

12. This Agreement shall be binding on the parties, their successors and assigns, and shall be governed by the laws of the State of New York without giving effect to such laws’ provisions regarding conflict of laws. The parties submit to the exclusive jurisdiction of the competent courts of New York in any dispute related to this Agreement.

13. In the event of invalidity of any provision of this Agreement, the parties agree that such invalidity shall not effect the validity of the remaining portions of this Agreement, and further agree to substitute for such invalid provision a valid provision, which most closely approximates the intent and economic effect of the invalid provision.

14. This Agreement may not be assigned by either party without the prior written consent of a duly authorized officer of the other party. The merger or consolidation of a party, or the sale of all or substantially all of the assets or shares of a party hereto, shall not be deemed an assignment of this Agreement. This Agreement is the complete and exclusive statement of the agreement between the parties, and supersedes all prior written and oral communications and agreements relating to the subject matter hereof. This Agreement may only be modified by a written agreement signed by persons duly authorized to sign agreements on behalf of the parties.

SecuriThings Inc.,

All Rights Reserved

Last Updated: May, 2025