This Mutual Non-Disclosure Agreement ("Agreement") is entered into by and between:

Innosaid LLC ("Disclosing Party" or "Receiving Party"), operating through innosaid.com

and

The Client ("Disclosing Party" or "Receiving Party"), as identified through account registration and booking confirmation.

The parties wish to explore a business opportunity of mutual interest (the "Purpose") and, in connection with this opportunity, each party may disclose to the other certain confidential technical and business information that the disclosing party desires the receiving party to treat as confidential.

1. Definition of Confidential Information

"Confidential Information" means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects, that is designated as "Confidential," "Proprietary," or some similar designation, or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information may include, but is not limited to:

• Business plans, strategies, and projections
• Financial information and data
• Customer and client information
• Technical data, trade secrets, and know-how
• Software, source code, and algorithms
• Product designs and specifications
• Marketing and sales information
• Personnel information
• Any other proprietary information

2. Exclusions from Confidential Information

Confidential Information shall not include information that:

• Is or becomes publicly available without breach of this Agreement
• Was lawfully in the receiving party's possession before disclosure
• Is lawfully obtained from a third party without restriction on disclosure
• Is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information
• Is required to be disclosed by law or court order, provided the receiving party gives the disclosing party prompt written notice and cooperates in seeking a protective order

3. Obligations of Receiving Party

The receiving party agrees to:

• Hold the disclosing party's Confidential Information in strict confidence
• Not disclose Confidential Information to any third parties without the prior written consent of the disclosing party
• Use Confidential Information solely for the Purpose and not for any other purpose
• Protect the confidentiality of Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care
• Limit access to Confidential Information to those employees, contractors, and agents who have a need to know for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement

4. Term

This Agreement shall remain in effect for a period of three (3) years from the date of last disclosure of Confidential Information. The obligations of confidentiality shall survive any termination or expiration of this Agreement.

5. Return of Materials

Upon the disclosing party's request, or upon termination of this Agreement, the receiving party shall promptly return or destroy all documents, materials, and other tangible manifestations of Confidential Information and all copies thereof. Upon request, the receiving party shall certify in writing that it has complied with this obligation.

6. No License

Nothing in this Agreement grants the receiving party any license or rights to the disclosing party's Confidential Information, except the limited right to use it for the Purpose as set forth herein.

7. No Warranty

All Confidential Information is provided "as is." The disclosing party makes no warranties, express or implied, regarding the accuracy, completeness, or performance of any Confidential Information.

8. Remedies

The parties acknowledge that any breach of this Agreement may cause irreparable harm for which monetary damages may be inadequate. Therefore, in addition to any other remedies available at law or in equity, the non-breaching party shall be entitled to seek injunctive relief to enforce this Agreement.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

10. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, or agreements relating thereto.

11. Amendment

This Agreement may not be amended or modified except by a written instrument signed by both parties.

12. Acceptance

By proceeding with a booking through the Innosaid platform, both parties acknowledge that they have read, understood, and agree to be bound by the terms and conditions of this Non-Disclosure Agreement.