Mutual Confidentiality Agreement

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement ("Agreement") is entered into by and between ChaserAI, LLC. ("Disclosing Party" or "Company") and the undersigned recipient ("Recipient").

Both parties may disclose confidential information to evaluate a potential investment, strategic partnership, commercial relationship, or other business opportunity. Accordingly, both parties agree as follows.

1. Purpose

The sole purpose of this Agreement is to enable good-faith evaluation of a potential business relationship between the parties.

Nothing in this Agreement obligates either party to proceed with any transaction, investment, partnership, or commercial relationship.

2. Definition of Confidential Information

"Confidential Information" includes any non-public information disclosed in written, electronic, visual, verbal, or other form, including but not limited to:

• system architecture;
• algorithms and technical methods;
• software, source code and binaries;
• AI models and datasets;
• engineering documentation;
• testing procedures and results;
• flight logs and validation data;
• benchmarking information;
• product roadmaps;
• financial models and fundraising materials;
• customer, supplier and partner information;
• intellectual property strategies;
• documents contained within the Company's Investor Portal or Data Room.

Confidential Information does not include information which:

• is publicly available without breach of this Agreement;
• was already lawfully known by the Recipient before disclosure;
• is independently developed without use of Confidential Information;
• is lawfully obtained from a third party without confidentiality obligations.

3. Permitted Use

Recipient may use Confidential Information solely for evaluating a potential investment or business relationship with the Company.

Recipient shall not use Confidential Information for:

• developing competing products;
• competitive intelligence;
• reverse engineering business strategy;
• assisting third parties;
• any commercial purpose unrelated to evaluation.

4. Authorized Recipients

Recipient may disclose Confidential Information only to employees, partners, legal counsel, financial advisors, consultants or contractors who:

• have a legitimate need to know;
• are directly involved in evaluating the opportunity;
• are bound by confidentiality obligations no less protective than this Agreement.

Disclosure to any co-investors, affiliated funds, limited partners, or syndicate members not part of Recipient's core deal team requires the Company's prior written consent. Recipient remains fully responsible for compliance by all persons to whom it discloses Confidential Information.

5. Artificial Intelligence and Automated Analysis

The Company recognizes that modern organizations may use AI-assisted productivity tools.

Recipient may process Confidential Information using internal enterprise AI systems solely for evaluation purposes provided that:

• the systems are not public consumer AI services used for model training;
• Confidential Information is not used to train publicly accessible foundation models;
• information is processed within Recipient's secured corporate environment;
• Recipient maintains confidentiality protections equivalent to those applicable to human personnel;
• Recipient remains fully responsible for any disclosure resulting from use of such systems.

Uploading Confidential Information to publicly available AI services intended for general model training is not permitted without prior written consent.

6. Reverse Engineering

Recipient agrees not to intentionally reverse engineer, decompile, reproduce, derive or reconstruct the Company's confidential technology except as expressly authorized in writing.

Nothing in this section restricts independent development performed without use of Confidential Information.

7. Intellectual Property

All Confidential Information remains the exclusive property of the Disclosing Party.

No license, ownership interest, patent rights, copyrights, trademarks, trade secrets or other intellectual property rights are granted or implied by this Agreement.

8. Export Control

Certain Confidential Information may constitute controlled technical data under the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR), or other applicable export control laws.

Where the Company designates information as export-controlled, access is conditioned on Recipient's separate, signed certification of its status (including, where applicable, U.S. Person status as defined at 22 C.F.R. § 120.15) prior to disclosure of that information. This Agreement alone does not authorize access to export-controlled technical data.

Recipient shall not export, re-export, or retransfer any export-controlled Confidential Information to any foreign person, entity, or destination without the authorization required by applicable law, and acknowledges that violations may carry civil and criminal penalties under U.S. law.

Each party agrees to comply with all applicable export control and sanctions laws governing the receipt, handling, and transfer of such information.

9. Required Disclosure

If Recipient becomes legally required to disclose Confidential Information, Recipient shall, where legally permitted, provide prompt notice to the Disclosing Party to allow appropriate protective measures.

Only the minimum legally required information shall be disclosed.

10. Data Retention

Upon the earlier of (a) written request from the Company or (b) either party's discontinuation of discussions regarding a potential transaction, Recipient shall promptly:

• securely delete Confidential Information; or
• archive it according to Recipient's standard corporate compliance procedures where deletion is impracticable.

Routine backup systems maintained in the ordinary course of business shall not constitute a breach of this Agreement, provided they remain protected under this Agreement and are not actively accessed after the retention trigger above.

11. No Warranty

Confidential Information, including financial models, projections, and forward-looking statements, is provided "as is" for evaluation purposes only. The Company makes no representation or warranty as to the accuracy or completeness of such information and has no obligation to update it. No information disclosed under this Agreement shall be construed as a guarantee of future performance.

12. Injunctive Relief

The parties acknowledge that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages alone would be an inadequate remedy. Accordingly, the non-breaching party shall be entitled to seek injunctive or other equitable relief, without the necessity of posting bond, in addition to any other remedies available at law.

13. Assignment

Neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of substantially all assets of that party.

14. Term

This Agreement becomes effective upon execution.

Confidentiality obligations shall remain in effect for five (5) years following the last disclosure of Confidential Information unless superseded by a subsequent written agreement.

Trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

15. No Obligation

Nothing in this Agreement obligates either party to:

• make an investment;
• continue discussions;
• enter into negotiations;
• complete any transaction.

Either party may discontinue discussions at any time.

16. Governing Law

This Agreement shall be governed by the laws of the State of Delaware, without regard to conflict-of-law principles.

The parties agree that any disputes shall be resolved in the state or federal courts located in Delaware unless otherwise agreed in writing.

17. Good Faith

The parties acknowledge that productive innovation requires openness, professionalism and mutual respect.

This Agreement is intended to protect confidential information while enabling efficient evaluation of a potential business relationship.

It is not intended to restrict legitimate investment activity, independent innovation, fair competition, or ordinary business operations beyond the scope reasonably necessary to protect confidential information.

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