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Mutual Non-Disclosure Agreement

THIS AGREEMENT governs the disclosure of information between WGNR, LLC, with an address at 37 North Orange Avenue, Suite 222, Orlando, FL 32801, and your company, with the address provided above, made as of 10/11/2024 (the "Effective Date").

1. Definition of Confidential Information. As used herein, "Confidential Information" shall mean any and all technical and non-technical information provided by either party to the other, including but not limited to:
   1. Patents and patent applications
   2. Trade secrets
   3. Copyrighted information
   4. Proprietary information, ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulas related to the current, future, and proposed products and services of each party
   5. Information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans, and information provided by the disclosing party regarding third parties
2. Identification of Confidential Information. If the Confidential Information is embodied in tangible material (including, without limitation, software, hardware, drawings, graphs, charts, disks, tapes, prototypes, and samples), it shall be labeled as "Confidential" or bear a similar legend. If the Confidential Information is disclosed orally or visually, it shall be identified as such at the time of disclosure.
3. Exceptions to Confidential Information. Each party's obligations under this Agreement with respect to any portion of the other party's Confidential Information shall terminate when the Recipient can document that:
   1. It was in the public domain at the time of communication
   2. It entered the public domain through no fault of the Recipient after communication
   3. It was in the Recipient's possession free of any obligation of confidence at the time of communication
   4. It was rightfully communicated to the Recipient without any obligation of confidence subsequent to the time of communication
   5. It was developed by employees or agents of the Recipient independently of and without reference to the information communicated
   6. It was communicated by the disclosing party to an unaffiliated third party free of any obligation of confidence
   7. The communication was in response to a valid court order, was otherwise required by law, or was necessary to establish the rights of either party under this Agreement
   8. It was not labeled as Confidential Information of the disclosing party and, if disclosed orally or visually, it was not identified as Confidential Information of the disclosing party at the time of communication
4. Handling of Confidential Information. Each party agrees to hold in strict confidence and not disclose to any third party the Confidential Information of the other, except as approved in writing by the other party. Access to Confidential Information will only be granted to those employees or authorized representatives who have a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein.
5. Residual Knowledge. The Recipient may use retained knowledge and experience in intangible form that is retained in the unaided memories of its directors, employees, contractors, and advisors as a result of viewing the Discloser's Confidential Information. As long as the Recipient complies with Section 4 of this Agreement, the Recipient may develop, disclose, market, transfer, and use such knowledge, experience, and intellectual property that may be generally similar to the Discloser's Confidential Information. The Discloser shall not have any rights in such knowledge, experience, or intellectual property, nor any rights to compensation related to the Recipient's use of such knowledge, experience, or intellectual property, nor any rights in the Recipient's business endeavors.
6. Term and Termination. This Agreement shall terminate one (1) year after the Effective Date. Upon termination or expiration of the Agreement, or upon written request of the other party, each party shall promptly return to the other all documents and other tangible materials representing the other's Confidential Information and all copies thereof.
7. Warranties. Each party represents and warrants to the other party that:
   1. It has the requisite corporate authority to enter into and perform this Agreement
   2. This Agreement constitutes its legally binding obligation, enforceable in accordance with its terms
   3. Its execution and performance under this Agreement, including the disclosure of Confidential Information to the Recipient, will not result in a breach of any obligation to any third party or infringe or otherwise violate any third party's rights
8. No Export. Neither party shall export, directly or indirectly, any technical data acquired from the other pursuant to this Agreement or any product utilizing such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval.
9. No Reverse Engineering. Each party agrees that the software programs of the other party contain valuable confidential information and agrees not to modify, reverse engineer, decompile, create other works from, or disassemble any software programs contained in the Confidential Information of the other party without the prior written consent of the other party.
10. No Grant of Rights. The parties acknowledge that nothing in this Agreement shall be construed as granting any property rights, by license or otherwise, to any Confidential Information of the other party disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property rights based on such Confidential Information. Neither party shall make, have made, use, or sell for any purpose any product or other item using, incorporating, or derived from any Confidential Information of the other party.
11. Equitable Remedies. The Recipient acknowledges that its breach of this Agreement may cause irreparable harm to the Discloser, for which the Discloser is entitled to seek injunctive or other equitable relief, in addition to monetary damages.
12. Miscellaneous. Neither party shall transfer or assign this Agreement to any other person or entity, whether by operation of law or otherwise, without the prior written consent of the other party. Any attempted assignment shall be void and of no effect. This Agreement shall be governed by and