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MUTUAL PROTECTION OF CONFIDENTIAL INFORMATION AGREEMENT
<br />This Mutual Protection of Confidential Information Agreement (“Agreement”) is made as of April 1, 2025 (“EffectiveDate”) between Mainspring Energy, Inc., a Delaware corporation (“Mainspring”), and Participant identified below (“Participant”);each a Party and, together, the Parties.
<br />Each Party (“Discloser”) may have disclosed and/or may further disclose Confidential Information to the other Party(“Recipient”) to evaluate whether to enter into a business relationship, or to further an existing business relationship, regarding abusiness opportunity of mutual interest (“Relationship”), pursuant to the terms and conditions of this Agreement. In consideration ofthe premises and mutual covenants herein, the Parties hereby agree as follows:
<br />1.Definition. “Confidential Information”means information and/or proprietary information, whether tangible or intangible,disclosed or made available by or on behalf of a disclosing Party (“Discloser”) to a receiving Party (“Recipient”) relating toDiscloser’s business including, without limitation, technical data, trade secrets, know-how, research, product or service ideas orplans, software codes and designs including source code and object code, algorithms, developments, inventions, patent applications,processes, formulas, techniques, mask works, engineering designs and drawings, hardware configuration information, agreementswith third parties, lists of or information relating to suppliers and customers, price lists, pricing methodologies, cost and financialforecasts or data, market share data, marketing plans, licenses, contract information, business plans, or other business information,either directly or indirectly, whether in writing, orally, visually, by inspection, or otherwise, and whether prior to, on or after theEffective Date, that either: (a) is designated as confidential by the Discloser at the time of disclosure; or (b) would reasonably beunderstood, given the nature of the information or the circumstances surrounding its disclosure, to be confidential. ConfidentialInformation also includes copies, notes, reports, summaries, abstracts, and tangible embodiments made by the Recipient that arebased on or contain any of such information, as well as the existence of the Relationship, this Agreement, and the fact or nature of thediscussions between the Parties. Confidential Information also includes Confidential Information of a third party(s) entrusted toDiscloser in confidence by such third party(s) and disclosed by Discloser.
<br />2.Use of Confidential Information.Recipient may use the Confidential Information only to evaluate whether to enter into theRelationship, pursue the Relationship, or further an existing Relationship, with the Discloser. Recipient shall not use the ConfidentialInformation for any other purpose or development of any services, products, or technology and shall not use or attempt to practiceany invention, or file for patent protection, based on or disclosed in the Confidential Information. Confidential Information shall notbe entered into or used to train any artificial intelligence models, including, but not limited to, large language models.
<br />3.Nondisclosure of Confidential Information.Recipient will: (a) hold Confidential Information in strict confidence and takereasonable precautions to protect such Confidential Information (such precautions to include, at a minimum, all precautionsRecipient employs with respect to its own confidential materials, but in no event less than a reasonable standard of care); (b) not giveaccess or divulge any Confidential Information to any third party (other than to its Representatives as set forth below); and (c) notcopy or reverse engineer any materials disclosed under this Agreement or remove any proprietary markings from any ConfidentialInformation. “Representative” is any employee or contractor of Recipient who has access to any Confidential Information and (i)has a legitimate “need to know” such Confidential Information for use as specified in Section 2, (ii) is advised by the Recipient of theconfidential nature of such information prior to such disclosure, and (iii) is bound, in writing, by confidentiality and non-useobligations that are no less restrictive than those set forth in this Agreement to protect the Confidential Information of Discloser.
<br />4.Primary Responsibility. Recipient will remain responsible for each Representative’s compliance with the terms of thisAgreement and will be responsible and principally liable for any breach of this Agreement by its Representatives and shall fullycooperate with the Discloser in enforcing any rights of the Discloser against any such Representative(s) in connection with suchbreach. Recipient shall promptly notify the Discloser of any breach or suspected breach of Discloser’s Confidential Information.
<br />5.Exclusions.The obligations of nondisclosure and restricted use set forth in Sections 2 and 3 shall not apply to information thatcan be shown by a written document: (a) was or enters the general public domain through no fault, act, or failure to act of or byRecipient; (b) was rightfully in Recipient’s possession before receipt from Discloser; (c) was rightfully disclosed to Recipient by athird party without restriction on disclosure; or (d) is developed by Recipient without use of the Discloser’s Confidential Information.Recipient may disclose Confidential Information (a) if such disclosure is compelled by law or court order, or (b) in the opinion oflegal counsel for the Recipient, is otherwise required by law, including but not limited to the disclosure of any ConfidentialInformation as required by the Public Records Act or other statute provided that in either circumstance Recipient, to the extentpermitted, makes: (i) commercially reasonable efforts to provide Discloser with advance notice of such disclosure as promptly aspossible, (ii) uses diligent efforts to limit such disclosure , or where available seek to obtain confidential treatment or a protectiveorder, and (iii)the Recipient shall give the Discloser reasonable prior notice of its intention to disclose the ConfidentialInformation in order to allow the Discloser an opportunity to seek appropriate protection . Notwithstanding the exclusionsspecified above in this Section 5, specific information shall not be deemed to be within the above exceptions merely because it isembraced by more general information in the public domain or in the possession of the Recipient. In addition, any combination ofinformation shall not be deemed to be within the foregoing exceptions merely because individual parts of such information are in thepublic domain or in the possession of the Recipient, unless the combination itself and its principle of operation are in the publicdomain or in the possession of the Recipient.
<br />6.Return or Destruction of Materials.Upon: (a) termination of this Agreement and written request by Discloser; or (b) writtenrequest by Discloser, the Recipient will: (i) cease using the Confidential Information; (ii) return or destroy (if specified by Discloser)the Confidential Information and all copies, notes or extracts thereof to Discloser within seven (7) business days of receipt of request;and (iii) upon request of Discloser, confirm in writing that Recipient has complied with these obligations. If complete destruction of
<br />Docusign Envelope ID: 520ABC8F-32B0-4635-BB58-98F0786A8018
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