| # Non-Disclosure Agreement — Soul In PsyAbstract LLC |
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| **MUTUAL NON-DISCLOSURE AGREEMENT** |
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| This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of the date signed below between: |
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| **Soul In PsyAbstract LLC**, a Delaware limited liability company, EIN 30-1491964, with registered address at 131 Continental Dr Suite 305, Newark, DE 19713 ("SIPA"), and |
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| **\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_** ("Recipient"), located at \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_. |
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| ## 1. Purpose |
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| The parties wish to explore a potential business relationship (the "Purpose") and may disclose confidential information to each other in connection with this Purpose. |
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| ## 2. Confidential Information |
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| "Confidential Information" means any non-public information disclosed by either party, including but not limited to: |
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| - Business plans, strategies, and financial projections |
| - Technical architecture, source code, and AI system design (including SIPA OS, MLL layers, SIPA Protocol Zero) |
| - Product roadmaps and unreleased features |
| - Customer and user data |
| - API keys, credentials, and security protocols |
| - Proprietary algorithms and ML models |
| - Investor terms and fundraising details |
| - Art collection details, pricing, and unreleased works |
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| ## 3. Obligations |
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| Each party agrees to: |
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| (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 the Purpose |
| (d) Limit access to employees or contractors with a need to know, bound by equivalent confidentiality obligations |
| (e) Notify the disclosing party promptly upon discovering any unauthorized disclosure |
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| ## 4. Exclusions |
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| Confidential Information does not include information that: |
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| (a) Is or becomes publicly known through no breach of this Agreement |
| (b) Was already known to the Recipient before disclosure |
| (c) Is independently developed by the Recipient without use of Confidential Information |
| (d) Is required to be disclosed by law or court order (with prompt written notice to the disclosing party) |
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| ## 5. Intellectual Property |
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| Nothing in this Agreement grants any license or rights to any intellectual property. All Confidential Information remains the sole property of the disclosing party. |
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| SIPA OS architecture, MLL framework, SIPA Crisis Rail, and all related systems remain proprietary to Soul In PsyAbstract LLC under the SIPA CORE CANON PROTOCOL. |
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| ## 6. Term |
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| This Agreement shall remain in effect for **two (2) years** from the date of signing, unless terminated earlier by mutual written consent. Obligations regarding trade secrets survive indefinitely. |
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| ## 7. Return of Information |
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| Upon request or termination, each party shall promptly return or destroy all Confidential Information of the other party and certify such destruction in writing. |
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| ## 8. Governing Law |
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| This Agreement shall be governed by the laws of the State of **Delaware**, without regard to conflict of law principles. Any disputes shall be resolved in the courts of Delaware. |
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| ## 9. Entire Agreement |
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| This Agreement constitutes the entire agreement between the parties regarding confidentiality and supersedes all prior discussions on this subject. |
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| ## Signatures |
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| **Soul In PsyAbstract LLC** |
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| Signature: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ |
| Name: Marina (Aelin) Davidov |
| Title: Founder & CEO |
| Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ |
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| **Recipient** |
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| Signature: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ |
| Name: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ |
| Title: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ |
| Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ |
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| *This template is provided for reference. For legally binding use, have this document reviewed by qualified legal counsel.* |
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