Non-Disclosure Agreement

RECITALS

WHEREAS, Logos Governance Systems Inc. (“LogosGS”), founded by retired U.S. Army Sergeant D.W. Smith Jr. (19D Cavalry Scout), develops cutting-edge security solutions including Sentinel OverWatch, DEP.KEYSTONE, and Assurance AI, informed by real-world operational experience;

WHEREAS, the parties wish to explore potential business opportunities that may require the disclosure of confidential and proprietary information;

PARTIES: This Mutual Non-Disclosure Agreement (“Agreement”) is entered into by and between Logos Governance Systems Inc., a Delaware corporation (“Logos” or “Disclosing Party”), and the undersigned individual or entity (“Receiving Party” or “Recipient”). Logos and Recipient may each be referred to as a “Party” and collectively as the “Parties.”

1. DEFINITION OF CONFIDENTIAL INFORMATION
"Confidential Information" means any and all non-public information, whether disclosed orally, in writing, electronically, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, but is not limited to:

• Technical specifications, documentation, and architecture for Sentinel OverWatch, DEP.KEYSTONE, Assurance AI, and NGA-OCS
• Software source code, object code, algorithms, data structures, and implementations
• Trade secrets, inventions, patent applications, and proprietary methodologies
• Business strategies, pricing models, financial information, and commercial terms
• Customer lists, partner relationships, vendor information, and market data
• Employee information, organizational structures, and operational procedures

2. OBLIGATIONS OF RECEIVING PARTY
The Receiving Party agrees to:

• 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
• Not disclose Confidential Information to any third party without prior written consent from the Disclosing Party
• Use Confidential Information solely for the purpose of evaluating and engaging in potential business relationships with Logos ("Permitted Purpose")
• Limit access to Confidential Information to employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein
• Not reverse engineer, disassemble, or decompile any Confidential Information, including any software or technical materials
• Not reverse engineer, infer, or reconstruct system behavior, logic, or decision criteria through observation, testing, or benchmarking of any disclosed systems or services
• Not independently implement or recreate disclosed methods, architectures, or algorithms
• Not use Confidential Information in competitive product development
• Promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information

3. EXCLUSIONS FROM CONFIDENTIAL INFORMATION
Confidential Information does not include information that the Receiving Party can demonstrate by competent evidence:

• Was publicly available at the time of disclosure or becomes publicly available through no act or omission of the Receiving Party
• Was rightfully in the Receiving Party's possession prior to disclosure, without restriction on disclosure
• Is independently developed by the Receiving Party without reference to or use of the Confidential Information
• Is rightfully obtained by the Receiving Party from a third party without restriction and without breach of any obligation of confidentiality
• Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice (where legally permitted) to allow the Disclosing Party to seek a protective order or other appropriate remedy

4. NO LICENSE OR OBLIGATION
Nothing in this Agreement shall be construed as granting any license, by implication, estoppel, or otherwise, to any patent, copyright, trademark, trade secret, or other intellectual property right of either Party. The disclosure of Confidential Information does not obligate either Party to enter into any further agreement, proceed with any business relationship, or purchase any products or services. Each Party reserves the right to terminate discussions at any time for any reason without liability.

5. TERM, EVALUATION PERIOD, AND TERMINATION
This Agreement shall remain in effect for a period of three (3) years from the date of signing (“Term”). The standard evaluation period for disclosed materials is ninety (90) days from the date of disclosure, extendable upon written request for complex enterprise evaluations. Either Party may terminate this Agreement upon thirty (30) days' written notice to the other Party. Upon termination or expiration, the Receiving Party shall, at the Disclosing Party's option, promptly return or destroy all Confidential Information (including digital and physical copies, derivatives, and notes) and certify such destruction in writing to dj@logos-gs.io. Notwithstanding termination, the confidentiality obligations herein shall survive for a period of five (5) years following termination, except that obligations with respect to trade secrets shall survive indefinitely or for as long as such information remains a trade secret under applicable law.

6. ASSIGNMENT
Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by the terms of this Agreement. Any attempted assignment in violation of this Section shall be void.

7. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

8. VENUE AND JURISDICTION
The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware for any action arising out of or relating to this Agreement. Each Party waives any objection to such jurisdiction and venue on grounds of inconvenient forum or otherwise.

9. REMEDIES AND LIQUIDATED DAMAGES
The Receiving Party acknowledges that any breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to any other remedies available at law or in equity. The Parties agree that in the event of a breach, the Receiving Party shall pay liquidated damages of fifty thousand dollars ($50,000) per breach, representing a reasonable estimate of actual damages which the Parties agree would be difficult to quantify and not constituting a penalty. The pursuit of equitable relief shall not limit the Disclosing Party's right to pursue any other remedies to which it may be entitled, including recovery of additional actual damages and attorneys' fees.

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