CypherShield

**NON-DISCLOSURE AGREEMENT**

This Non-Disclosure Agreement (“Agreement”) is effective as of February 3, 2025 (the “Effective Date”), by and between:

CypherShield, a Delaware/US corporation with its principal place of business at 140 OakRidge Circle, Hawley, PA 18428 (“Disclosing Party”), and
Any individual or entity accessing the CypherShield Data Room (“Receiving Party”).
By accessing the CypherShield Data Room (“Data Room”), the Receiving Party acknowledges and agrees to the following:

1. Purpose

The Receiving Party understands that they may receive or have access to certain confidential and proprietary information relating to CypherShield (the “Purpose”), including but not limited to information disclosed for the evaluation of a potential business relationship, investment, or partnership.

2. Definition of Confidential Information

“Confidential Information” means all information, whether written, digital, or oral, disclosed or made available by the Disclosing Party through the Data Room or related communication channels, and which is either designated as confidential or would reasonably be understood as such under the circumstances. Confidential Information includes, without limitation, business strategies, financial data, marketing plans, product designs, technical data, trade secrets, and any other information that a reasonable person would consider confidential.

3. Obligations of the Receiving Party

By entering the Data Room, the Receiving Party agrees to:

Maintain Confidentiality

Use the same degree of care to protect Confidential Information as it uses to protect its own sensitive information, but not less than a reasonable standard of care.

Restrict Use

Use the Confidential Information solely for the Purpose and for no other purpose.

Limit Disclosure

Not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party, except to those employees, agents, or consultants who (a) need to know such information for the Purpose, and (b) are bound by confidentiality obligations no less restrictive than those contained in this Agreement.

Innovative Security

Employ modern, forward-thinking security measures (e.g., encryption, secure cloud storage) to safeguard Confidential Information.

4. Exclusions

The obligations in Section 3 do not apply to Confidential Information that:

Becomes Public

Is or becomes publicly known through no breach of this Agreement by the Receiving Party.

Third-Party Disclosure

Is received lawfully from a third party without any confidentiality obligation.

Independent Development

Is independently developed by the Receiving Party without reference to or reliance upon the Disclosing Party’s Confidential Information.

Prior Possession

Was already in the lawful possession of the Receiving Party, without confidentiality obligations, prior to disclosure.

5. Term and Duration

This Agreement begins on the Effective Date and continues until the Confidential Information disclosed hereunder no longer qualifies as confidential, or until terminated by either party upon thirty (30) days’ written notice. However, the Receiving Party’s duty to maintain confidentiality survives for a period of [two (2)/five (5)] years from the date of disclosure, unless otherwise required by law or mutual written agreement.

6. Return or Destruction of Confidential Information

Upon the earlier of (a) conclusion of the Purpose, (b) termination of any discussions related to the Purpose, or (c) the Disclosing Party’s written request, the Receiving Party must promptly return or certify in writing the destruction of all documents and materials containing Confidential Information, including all copies, whether in hard copy or electronic form.

7. No License

This Agreement does not grant any license or any other rights in or to the Disclosing Party’s intellectual property or proprietary rights, except as expressly set forth herein.

8. Remedies

The Receiving Party acknowledges that any unauthorized disclosure or misuse of Confidential Information may cause irreparable harm to the Disclosing Party, for which monetary damages may be inadequate. Consequently, the Disclosing Party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, in the event of any breach or threatened breach of this Agreement.

9. Governing Law

This Agreement is governed by and construed in accordance with the laws of The Commonwealth of Pennsylvania, United States, without regard to conflict of law principles.

10. Entire Agreement

This Agreement constitutes the entire understanding between the parties regarding the subject matter and supersedes all prior or contemporaneous agreements, representations, and understandings, whether written or oral.

11. Amendments

No amendment, modification, or waiver of any provision of this Agreement will be valid unless in writing and signed by both the Disclosing Party and the Receiving Party.

12. Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each deemed an original, which together constitute a single instrument. Signatures provided by electronic means (e.g., PDF, DocuSign, or similar platforms) will have the same legal effect as original signatures.

By accessing the CypherShield Data Room, the Receiving Party agrees to be bound by the terms of this Agreement as of the Effective Date stated above.

For CypherShield:

Name: David Beltran
Title: Founder/CEO
Date: 18 FEB 2025

For the Receiving Party (any individual or entity accessing the Data Room):

By virtue of entering and reviewing materials within the CypherShield Data Room, the Receiving Party acknowledges acceptance of these terms.