Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of_________________ (the "Effective Date")

BETWEEN:

AND:

RECITALS

WHEREAS, the Company is a technology platform providing last-mile delivery and logistics services through AI-powered multi-stop route optimization;

WHEREAS, the Recipient is a potential investor interested in evaluating an investment opportunity in the Company;

WHEREAS, in connection with the Recipient's evaluation of a potential investment in the Company, the Parties wish to exchange certain confidential and proprietary information and desire to protect such information from unauthorized disclosure.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties agree as follows:

1. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by either Party to the other Party, whether orally, in writing, electronically, or by any other means, including but not limited to:

• Business plans, financial projections, pro forma statements, and revenue forecasts
• Technical information, algorithms, source code, software architecture, and proprietary technology
• Customer lists, driver networks, pricing strategies, and marketing plans
• Strategic plans, expansion strategies, and competitive analyses
• Trade secrets, know-how, inventions, and intellectual property
• Cap table, equity structure, and shareholder information
• Financial statements, banking information, and unit economics
• Any other information marked as "Confidential" or that a reasonable person would understand to be confidential

2. Exclusions from Confidential Information

Confidential Information does not include information that:

• Is or becomes publicly available through no breach of this Agreement by the Recipient
• Was rightfully in the Recipient's possession prior to disclosure by the Company
• Is rightfully received by the Recipient from a third party without breach of any confidentiality obligation
• Is independently developed by the Recipient without use of or reference to the Confidential Information
• Is required to be disclosed by law, regulation, or court order (provided the Recipient gives the Company prompt written notice of such requirement prior to disclosure)

3. Obligations of the Recipient

The Recipient agrees to:

• Hold the Confidential Information in strict confidence and use the same degree of care to protect it as the Recipient uses to protect its own confidential information, but in no event less than reasonable care
• Use the Confidential Information solely for the purpose of evaluating a potential investment in the Company
• Not disclose the Confidential Information to any third party except as expressly permitted herein
• Limit disclosure of Confidential Information to the Recipient's employees, advisors, attorneys, and accountants who have a legitimate need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein
• Not reverse engineer, disassemble, or decompile any prototypes, software, or other tangible objects that embody the Confidential Information
• Immediately notify the Company in writing of any unauthorized use or disclosure of Confidential Information

4. No Investment Obligation

This Agreement does not obligate either Party to proceed with any transaction or relationship. Neither Party shall have any obligation to disclose Confidential Information to the other Party. Each Party retains the right to refuse to proceed with any proposed investment or business relationship at any time and for any reason.

5. Return or Destruction of Confidential Information

Upon the Company's written request or upon termination of this Agreement, the Recipient shall promptly return or destroy all copies of Confidential Information in the Recipient's possession or control, including all notes, summaries, and derivative materials, and provide written certification of such destruction to the Company.

6. No License or Rights Granted

Nothing in this Agreement grants the Recipient any license, right, title, or interest in or to the Confidential Information or any intellectual property rights therein. All Confidential Information remains the sole property of the disclosing Party.

7. No Warranty

The Confidential Information is provided "AS IS" without warranty of any kind, express or implied. The Company makes no representation or warranty as to the accuracy or completeness of the Confidential Information and shall have no liability for any errors, omissions, or reliance on such information by the Recipient.

8. Term and Termination

This Agreement shall commence on the Effective Date and continue for a period of three (3) years, unless earlier terminated by either Party upon thirty (30) days' written notice to the other Party.

Notwithstanding termination, the obligations of confidentiality set forth in this Agreement shall survive for a period of five (5) years from the date of disclosure of the Confidential Information.

9. Remedies

The Parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that the disclosing Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. The Recipient shall be liable for any breach of this Agreement by the Recipient or its representatives.

10. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to its conflict of law provisions. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Hennepin County, Minnesota.

11. Miscellaneous

11.1 Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

11.2 Amendment: This Agreement may only be amended by a written instrument signed by both Parties.

11.3 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11.4 Waiver: No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver.

11.5 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.