1 · Parties and mutual capacity

This Mutual Non-Disclosure Agreement is entered into between UltraMassive Advanced Scientific Research Corp, a Michigan corporation ("UASRC"), and the executing counterparty identified in the execution block ("Counterparty"). Each party may act as both a Disclosing Party and a Receiving Party. Obligations run in both directions and are reciprocal.

2 · Purpose

The parties wish to explore a potential relationship concerning the AperX Epistemic Hyperledger, the UltraMassive.ML Autotelic Routing Engine, and the ProtoLab pre-release testnet (the "Purpose"). UASRC may disclose protocol internals, specifications, and unpublished annexes; Counterparty may disclose intellectual-property-corpus context, evaluation data, and requirements.

3 · Confidential Information

"Confidential Information" means non-public information disclosed by either party that is marked confidential or that a reasonable person would understand to be confidential from its nature or the circumstances, in any form, including specifications, source, model weights and lineage, novelty methods, thresholds, drift coefficients, business terms, and the existence and content of these discussions.

4 · Obligations of the Receiving Party

The Receiving Party shall (a) use Confidential Information solely for the Purpose; (b) protect it with at least the care it uses for its own like information, and never less than reasonable care; (c) limit access to personnel and advisors with a need to know who are bound by confidentiality obligations no less protective than these; and (d) not reverse engineer, decompile, or disassemble any disclosed materials except as permitted by law.

5 · Exclusions

Confidential Information does not include information that is or becomes public without breach; was rightfully known to the Receiving Party without obligation before disclosure; is rightfully received from a third party without obligation; or is independently developed without use of the Confidential Information, as shown by contemporaneous records.

6 · Compelled disclosure

If compelled by law or valid legal process, the Receiving Party may disclose the minimum required, provided it gives prompt notice where lawful and cooperates in seeking protective treatment.

7 · Export control

Counterparty acknowledges that certain AperX materials may be subject to United States export controls (ITAR and the EAR). Counterparty represents it is not barred under United States law from receiving such materials and shall not export or re-export them in violation of applicable law. ProtoLab access remains subject to the export-control gate in the node validation lifecycle.

8 · No license, no obligation

No license under any patent, copyright, trademark, or trade secret is granted, by implication or otherwise, except the limited right to use Confidential Information for the Purpose. Nothing obligates either party to proceed with any transaction.

9 · Term

This Agreement is effective on execution and continues for two (2) years. Confidentiality obligations survive for five (5) years after disclosure; obligations as to trade secrets continue for as long as the information remains a trade secret under applicable law.

10 · Equitable relief

The parties agree that breach may cause irreparable harm for which monetary damages are inadequate, and that the non-breaching party is entitled to seek injunctive relief in addition to other remedies.

11 · Governing law

This Agreement is governed by the laws of the State of Michigan, USA, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Michigan.

12 · Electronic execution and cryptographic receipt

The parties agree this Agreement may be executed electronically. On execution the gateway computes a SHA-256 digest over the canonical agreement text bound to counsel revision stamp UM-MNDA-2026.07-v1.0, and a second SHA-256 receipt digest over the execution block and timestamp. Any alteration of the agreement text without a corresponding revision-stamp update yields an irreconcilable digest, which the parties agree is evidence of tampering. This Agreement together with its receipt is the entire agreement on this subject and supersedes prior discussions.