CONFIDENTIALITY AND NON-USE AGREEMENT

IMPORTANT: This template is intended for pre-disclosure use. Attorney review is recommended before use, particularly for a specific transaction or recipient. No agreement can guarantee 100% protection.

This Confidentiality and Non-Use Agreement (this “Agreement”) is entered into as of the Effective Date above by and between Dana Donovick, individually and/or on behalf of the venture currently known as Kajovo, together with any entity later formed, designated, or controlled to own or operate Kajovo or its relevant assets (collectively, the “Disclosing Party”), and the person or entity identified as Recipient above (the “Recipient”). The Disclosing Party and Recipient may each be a “Party” and together the “Parties.”

The Parties agree as follows:

1. PURPOSE

The Disclosing Party may disclose Confidential Information solely so Recipient can evaluate, discuss, or perform a possible business, investment, advisory, employment, contractor, development, vendor, partnership, or other relationship concerning Kajovo (the “Purpose”). Recipient may use Confidential Information only for the Purpose and for no other purpose.

Nothing in this Agreement prohibits Recipient from engaging in lawful competition based on Recipient’s general skills, knowledge, and experience, provided Recipient does not use or disclose Confidential Information in doing so.

2. CONFIDENTIAL INFORMATION

“Confidential Information” means all nonpublic information disclosed or made available by or on behalf of the Disclosing Party to Recipient, whether before, on, or after the Effective Date; whether oral, visual, written, electronic, digital, physical, or in any other form; and whether or not marked “confidential,” if a reasonable person would understand the information to be confidential given its nature or the circumstances of disclosure.

Confidential Information includes, without limitation:

Kajovo’s concepts, product vision, unreleased products, features and functionality; names, terminology, branding and positioning; demonstrations, prototypes, mockups, designs, user interfaces, user experience flows, research and testing; the Plant Passport and Greenhouse concepts, systems, terminology, workflows, and related materials to the extent protectable; artificial-intelligence functionality, prompts, workflows, models, training or evaluation approaches, and automation strategies; marketplace mechanics; product, technical and systems architecture; software, source code, object code, APIs, algorithms, data models, schemas, databases, specifications, security measures and development methods; hardware, device and integration concepts; inventions, discoveries, know-how and trade secrets; business plans, strategies, forecasts, pricing, monetization, financial information, fundraising and investor materials; customer, user, partner, supplier and personnel information; analytics, research, roadmaps, launch plans, marketing plans; the existence, content and status of discussions between the Parties; and all notes, analyses, summaries, copies, extracts or other materials prepared by Recipient or its Representatives that contain, reflect, or are derived from any of the foregoing.

Confidential Information also includes information belonging to a third party that the Disclosing Party is obligated to protect and discloses in connection with the Purpose.

3. NON-USE AND NON-DISCLOSURE OBLIGATIONS

Recipient shall:

(a) use Confidential Information solely for the Purpose;

(b) not disclose Confidential Information to any person except as expressly permitted by this Agreement;

(c) not exploit Confidential Information for Recipient’s own benefit or for the benefit of any other person;

(d) not copy, reproduce, transmit, publish, distribute, or create derivative materials from Confidential Information except to the minimum extent reasonably necessary for the Purpose; and

(e) not use Confidential Information to develop, improve, market, finance, support, or assist any product, service, or activity in a manner that misappropriates or otherwise unlawfully uses the Confidential Information.

Recipient shall not remove, obscure, or alter any confidentiality, copyright, trademark, patent, proprietary-rights, or other notice appearing on Confidential Information.

4. REPRESENTATIVES; RESPONSIBILITY

Recipient may disclose Confidential Information only to Recipient’s employees, officers, directors, attorneys, accountants, financing sources, and contractors (collectively, “Representatives”) who:

(a) have a strict need to know the information for the Purpose;

(b) are informed of its confidential nature; and

(c) are bound by written confidentiality and restricted-use obligations at least as protective as this Agreement or by professional duties of confidentiality.

Recipient is responsible for any breach of this Agreement by its Representatives as if Recipient had committed the breach, except to the extent such responsibility is prohibited by applicable law.

At the Disclosing Party’s reasonable request, Recipient shall identify the categories of Representatives to whom Confidential Information was disclosed.

5. SAFEGUARDS AND INCIDENT NOTICE

Recipient shall protect Confidential Information using at least reasonable care and no less than the care Recipient uses to protect its own information of similar sensitivity.

Recipient shall maintain reasonable administrative, technical, and physical safeguards; limit access to authorized persons; and not upload or submit Confidential Information to any public, consumer, or third-party generative-AI, machine-learning, code-training, model-training, or similar service unless the Disclosing Party gives prior written consent and the service is contractually prohibited from retaining the information for training or other unrelated use.

Recipient shall promptly notify the Disclosing Party in writing after discovering any unauthorized access, use, loss, or disclosure; take reasonable steps to contain and remediate it; preserve relevant evidence; and reasonably cooperate with the Disclosing Party, at Recipient’s expense to the extent the incident resulted from Recipient’s or its Representatives’ breach.

6. EXCLUSIONS

Confidential Information does not include information that Recipient proves by contemporaneous written records:

(a) was lawfully known to Recipient without restriction before disclosure by the Disclosing Party;

(b) becomes publicly available through no breach of this Agreement or other duty;

(c) is lawfully received from a third party without confidentiality or use restriction and without breach of any duty; or

(d) is independently developed by Recipient without use of or reference to Confidential Information.

A combination of information is not excluded merely because individual elements are public or known unless the combination itself and its operating principles are public or lawfully known.

7. LEGALLY COMPELLED DISCLOSURE

If Recipient or a Representative is legally compelled to disclose Confidential Information, Recipient shall, to the extent legally permitted:

(a) give the Disclosing Party prompt written notice before disclosure;

(b) disclose only the portion legally required; and

(c) reasonably assist the Disclosing Party in seeking a protective order or other remedy.

If protection is not obtained, Recipient shall use reasonable efforts to obtain confidential treatment.

Nothing in this Agreement restricts disclosures protected by applicable whistleblower or other law.

8. OWNERSHIP; NO LICENSE; FEEDBACK

As between the Parties, all Confidential Information and all intellectual-property and proprietary rights in it remain exclusively with the Disclosing Party or its licensors.

No disclosure grants Recipient any license, ownership, option, or other right by implication, estoppel, or otherwise, except the limited, revocable right to use Confidential Information solely for the Purpose during authorized discussions.

Recipient shall not file or cause to be filed any patent, trademark, copyright, domain-name, or other intellectual-property application based on or incorporating Confidential Information.

Recipient is not required to provide ideas, suggestions, or feedback. If Recipient voluntarily provides feedback specifically concerning Kajovo, Recipient grants the Disclosing Party a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable and sublicensable right to use, reproduce, modify, commercialize, and otherwise exploit that feedback without restriction or obligation, provided this sentence does not assign Recipient’s pre-existing intellectual property identified in writing at the time of disclosure.

9. NO REVERSE ENGINEERING OR CIRCUMVENTION OF CONTROLS

To the extent permitted by applicable law, Recipient shall not reverse engineer, decompile, disassemble, decode, probe, benchmark for publication, or otherwise attempt to derive the composition, source code, underlying structure, ideas, algorithms, models, techniques, design, or operation of any software, prototype, sample, device, system, or other tangible embodiment of Confidential Information, nor bypass or defeat access, security, or use controls.

This Section does not prohibit activity that applicable law expressly makes non-waivable, but Recipient shall provide advance notice where legally permitted.

10. RETURN OR DESTRUCTION

At any time upon written request, or promptly when discussions or the Purpose end, Recipient shall stop using Confidential Information and, at the Disclosing Party’s option, return or securely destroy all Confidential Information in Recipient’s or its Representatives’ possession, custody, or control, including copies and derivative materials.

Upon request, Recipient shall certify compliance in writing.

Recipient may retain one archival copy solely if required by law or automatic backup systems, provided it is not readily accessible in the ordinary course, is not used for any purpose, and remains protected under this Agreement until deleted in the ordinary course.

11. TERM AND SURVIVAL

This Agreement begins on the Effective Date and continues for three (3) years unless earlier terminated by either Party upon written notice. Termination does not affect obligations for information disclosed before termination.

For Confidential Information that is not a trade secret, Recipient’s confidentiality and non-use obligations continue for five (5) years from each disclosure.

For any information qualifying as a trade secret under applicable law, those obligations continue for as long as the information remains a trade secret, subject to the exclusions in Section 6.

Sections concerning ownership, no license, feedback, remedies, and general terms survive according to their nature.

12. NO OBLIGATION; NO WARRANTY

Neither Party is obligated to disclose information, continue discussions, enter into any transaction or relationship, or purchase or provide any product or service. The Disclosing Party may end access or discussions at any time.

All Confidential Information is provided “AS IS.”

To the maximum extent permitted by law, the Disclosing Party disclaims all express and implied warranties regarding its accuracy, completeness, merchantability, fitness for a particular purpose, noninfringement, or results.

Recipient assumes responsibility for its evaluation and decisions.

13. REMEDIES

Recipient acknowledges that unauthorized use or disclosure of Confidential Information may cause immediate and irreparable harm for which monetary damages may be inadequate.

Accordingly, the Disclosing Party may seek temporary, preliminary, and permanent injunctive relief, specific performance, and other equitable relief, without waiving any other remedy and, to the extent permitted by law, without proving actual damages or posting bond.

The prevailing Party in an action to enforce this Agreement is entitled to recover its reasonable attorneys’ fees and costs to the extent permitted by law.

All remedies are cumulative and not exclusive.

14. GOVERNING LAW; VENUE

This Agreement is governed by the laws of the State of Washington, without regard to conflict-of-laws principles.

Each Party irrevocably consents to exclusive jurisdiction and venue in the state and federal courts located in King County, Washington, except that the Disclosing Party may seek temporary or emergency equitable relief in any court of competent jurisdiction to prevent or stop unauthorized use or disclosure.

Each Party waives any objection based on inconvenient forum, to the extent permitted by law.

15. ASSIGNMENT

Recipient may not assign, delegate, transfer, or sublicense this Agreement or any right or obligation under it without the Disclosing Party’s prior written consent.

The Disclosing Party may assign this Agreement, in whole or in part, to an affiliate, a successor, an entity formed or designated to own or operate Kajovo or its assets, or in connection with a financing, reorganization, merger, sale of equity, sale of assets, or similar transaction.

Any prohibited assignment is void. This Agreement binds and benefits the Parties and their permitted successors and assigns.

16. GENERAL TERMS

This Agreement is the complete agreement between the Parties concerning its subject matter and supersedes prior or contemporaneous understandings concerning confidentiality and restricted use of the disclosed information.

Any amendment or waiver must be in a writing signed by the Party against whom enforcement is sought. A waiver on one occasion is not a waiver on another. Failure or delay in exercising a right is not a waiver.

If any provision is held invalid or unenforceable, it shall be enforced to the maximum extent permitted and modified only to the minimum extent necessary; the remaining provisions remain effective.

Section headings are for convenience only. “Including” means “including without limitation.”

Notices under this Agreement must be in writing and may be delivered personally, by nationally recognized overnight courier, or by email to the addresses in the signature block, and are effective upon confirmed receipt.

This Agreement may be signed in counterparts, each of which is deemed an original and all of which together form one instrument.

Electronic signatures and electronic copies have the same force and effect as originals.

Each person signing represents that the person has authority to bind the identified Party.