Non-Disclosure Agreement

This Non-Disclosure Agreement (the "Agreement") is entered into as of the Effective Date shown above, by and between Andrew Esperidion Martinez (Founder) and Fernando Garcia (Co-Founder), collectively referred to as the "Disclosing Party," and the undersigned individual or entity identified in the signature block below ("Receiving Party"). Disclosing Party and Receiving Party are each a "Party" and collectively the "Parties."

In consideration of the mutual covenants herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

For purposes of this Agreement, Clipnote is a mobile application platform for sharing short-form audio readings of written content — including poetry, fiction, memoir, and spoken word — combining social discovery, audio playback, and creator tools into a proprietary product concept originated by the Disclosing Party.

"Confidential Information" means any and all non-public information disclosed by the Disclosing Party to the Receiving Party, whether disclosed orally, in writing, visually, electronically, or by any other means, that relates to or includes any of the following:

1. The Clipnote mobile application concept, product name, brand identity, and design language;
2. Application features, functionality, user experience flows, and interaction design;
3. Business model, monetization strategy, revenue projections, and financial information;
4. Technical architecture, source code, prototypes, wireframes, and development roadmaps;
5. Marketing strategies, target demographics, go-to-market plans, and competitive analysis;
6. Partnerships, investor discussions, and any third-party relationships;
7. Any other information that a reasonable person would consider confidential given the nature of the disclosure.

Confidential Information includes all notes, analyses, summaries, or derivative works prepared by the Receiving Party that contain or reflect any of the above.

The Receiving Party agrees to:

1. Hold all Confidential Information in strict confidence using at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care;
2. Not disclose, publish, share, discuss, post, transmit, or otherwise communicate any Confidential Information to any third party, directly or indirectly, in any form or medium, without the prior written consent of the Disclosing Party;
3. Not use the Confidential Information for any purpose other than evaluating a potential business relationship with the Disclosing Party;
4. Not reproduce, copy, reverse-engineer, decompile, or create derivative works from any Confidential Information;
5. Immediately notify the Disclosing Party in writing upon becoming aware of any actual or suspected unauthorized disclosure of Confidential Information;
6. Not discuss, hint at, describe, or reference the existence of the Clipnote application concept with any third party without the prior written consent of the Disclosing Party.

The obligations in Section 2 do not apply to information that the Receiving Party can demonstrate by written evidence:

1. Was already known to the Receiving Party prior to disclosure, free of any obligation of confidentiality;
2. Is or becomes publicly available through no act or omission of the Receiving Party;
3. Is rightfully received from a third party without restriction on disclosure;
4. Is independently developed by the Receiving Party without use of or reference to the Confidential Information;
5. Is required to be disclosed by law, court order, or governmental authority, provided the Receiving Party gives the Disclosing Party prompt prior written notice sufficient to seek a protective order.

This Agreement shall remain in full force and effect in perpetuity and shall survive indefinitely, regardless of whether the Parties enter into any further business relationship or whether any such relationship is terminated. The confidentiality obligations set forth herein shall never expire and shall continue to bind the Receiving Party permanently with respect to all Confidential Information disclosed under this Agreement.

Upon written request by the Disclosing Party, or upon termination of discussions between the Parties, the Receiving Party shall promptly return or certifiably destroy all Confidential Information in its possession or control, including all copies, notes, and derivative works, and shall provide written certification of such destruction within five (5) business days.

Nothing in this Agreement grants the Receiving Party any license, ownership interest, intellectual property right, or any other right in or to the Confidential Information. All Confidential Information remains the sole and exclusive property of the Disclosing Party.

This Agreement does not obligate either Party to enter into any further agreement, transaction, partnership, or business relationship. Either Party may terminate discussions at any time without liability, subject to the surviving confidentiality obligations herein.

The Receiving Party acknowledges that any breach or threatened breach of this Agreement would cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, without the requirement of posting a bond or proving actual damages, in addition to all other remedies available at law or in equity.

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles. Each Party irrevocably consents to the exclusive jurisdiction of the state and federal courts located in Bexar County, Texas for the resolution of any dispute arising out of or relating to this Agreement.

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, negotiations, and agreements. This Agreement may not be modified, amended, or waived except by a written instrument signed by both Parties.

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. Any invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving the original intent of the Parties.

The Receiving Party acknowledges that they have read and understand this Agreement in its entirety, have had the opportunity to seek independent legal counsel, and agree to be legally bound by its terms. Execution via electronic signature shall constitute a valid and binding signature for all purposes under applicable e-signature laws including the ESIGN Act and UETA.