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MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of March 1, 2025 ("Effective Date") by and between Apex Ventures LLC, a Delaware limited liability company ("Party A"), and NovaTech Solutions Inc., a California corporation ("Party B").

1. PURPOSE
The parties wish to explore a potential business partnership involving AI-powered analytics software development. In connection with this evaluation, each party may disclose confidential information to the other.

2. CONFIDENTIALITY OBLIGATIONS
Each party agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without prior written consent; (c) use Confidential Information solely for evaluating the proposed partnership.

3. TERM AND TERMINATION
This Agreement shall remain in effect for two (2) years from the Effective Date (expiring March 1, 2027). Either party may terminate with thirty (30) days written notice. Confidentiality obligations survive termination for an additional three (3) years.

4. INTELLECTUAL PROPERTY
All pre-existing intellectual property remains the exclusive property of the originating party. Any jointly developed work product shall be jointly owned, with each party retaining equal rights.

5. PAYMENT TERMS
Party B shall pay Party A a retainer fee of $15,000 due April 15, 2025. Monthly consulting fees of $8,500 are due on the 1st of each month beginning May 1, 2025. Late payments incur a 1.5% monthly penalty.

6. NON-COMPETE
Party B agrees not to solicit or hire Party A's employees for a period of 12 months following termination. Breach of this clause shall result in liquidated damages of $50,000 per violation.

7. GOVERNING LAW
This Agreement shall be governed by the laws of the State of California. Any disputes shall be resolved through binding arbitration in San Francisco, CA.

8. LIMITATION OF LIABILITY
Neither party shall be liable for indirect, consequential, or punitive damages. Total liability shall not exceed the amounts paid under this Agreement in the preceding 12 months.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Apex Ventures LLC                    NovaTech Solutions Inc.
By: Sarah Chen, CEO                  By: Marcus Rodriguez, VP Legal

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