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AVA MUTUAL NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (“Agreement”) governs the disclosure of information by and between the parties signing below as of April 17, 2024 (the “Effective Date”).

1. “Confidential Information” means any and all technical and non-technical information provided by either party to the other, including but not limited to (a) patent and patent applications, (b) trade secret, and (c) proprietary information, ideas, samples, media, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of each of the parties, and including, without limitation, their respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans and information the disclosing party provides regarding third parties.

2. If the Confidential Information is disclosed orally or visually, it shall be identified as such at the time of disclosure.

3. Each party agrees that at all times and notwithstanding any termination or expiration of this Agreement it will hold in strict confidence and not disclose to any third party Confidential Information of the other, except as approved in writing by the other party to this Agreement, and will use the Confidential Information for no purpose other than evaluating or pursuing a business relationship with the other party to this Agreement. Each party shall only permit access to Confidential Information of the other party to those of its employees or authorized representatives having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein.

4. Each party shall immediately notify the other in writing upon discovery of any loss or unauthorized disclosure of the Confidential Information of the other party.

5. Each party’s obligations under this Agreement with respect to any portion of the other party’s Confidential Information shall terminate when the party to whom Confidential Information was disclosed (the “Recipient”) can document that: (a) it was in the public domain at the time it was communicated to the Recipient by the other party; (b) it entered the public domain subsequent to the time it was communicated to the Recipient by the other party through no fault of the Recipient; (c) it was in the Recipient’s possession free of any obligation of confidence at the time it was communicated to the Recipient by the other party; (d) it was rightfully communicated to the Recipient free of any obligation of confidence subsequent to the time it was communicated to the Recipient by the other party; (e) it was developed by employees or agents of the Recipient independently of and without reference to any information communicated to the Recipient by the other party or use of employees who had access to such Confidential Material; (f) it was communicated by the other party to an unaffiliated third party free of any obligation of confidence; (g) the communication was in response to a valid order by a court or other governmental body, was otherwise required by law, or was necessary to establish the rights of either party under this Agreement; or (h) if disclosed orally or visually, it was not identified as Confidential Information of the disclosing party at the time of such communication. The restrictions on confidentiality contained herein shall not operate to restrict a party from disclosing the tax treatment or tax structure of transactions discussed by the parties, so long as the substance and financial information related thereto are not disclosed.

6. Upon termination or expiration of the Agreement, or upon written request of the other party, each party shall (a) promptly return to the other all documents and other tangible materials representing the other’s Confidential Information and all copies thereof in its possession or control, and (b) destroy all intangible copies of the other’s Confidential Information in its possession or control.

7. The parties recognize and agree that nothing contained in this Agreement shall be construed as granting any property rights, by license or otherwise, to any Confidential Information of the other party disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information. Neither party shall make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Confidential Information of the other party.

8. Each party here by agrees not to directly or indirectly solicit, attempt to solicit, induce, attempt to induce, or entice away from the other party, or any related entity, any employees, clients, or vendors of the other party, including any related entity, at any time during the period which the parties are engaged is acquisition discussions and/or exchanging confidential information and for a period of twelve months following the conclusions of such discussions/exchanges.

9. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information of the other party by either party shall remain the property of the disclosing party and shall contain any and all confidential or proprietary notices or legends which appear on the original, unless otherwise authorized in writing by the other party.

10. This Agreement may be terminated by either party at any time upon 30 days written notice to the other party. The Recipient’s obligations under this Agreement shall survive termination of the Agreement between the parties and shall be binding upon the Recipient’s heirs, successors and assigns. The Recipient’s obligations with respect to all Confidential Information shall be terminated only pursuant to Section 5.

11. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without reference to conflict of laws principles. Any disputes under this Agreement shall be brought in the state courts and the Federal courts located in Travis County, Texas, and the parties irrevocably submit to the jurisdiction and venue of these courts. For breaches or threatened breaches where this court would not provide adequate remedy, the parties may apply to any court having jurisdiction. This Agreement may not be amended except by a writing signed by both parties hereto.

12. Each party acknowledges that its breach of the Agreement will cause irreparable damage and hereby agrees that the other party shall be entitled to seek injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.

13. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and in such event, the parties shall negotiate in good faith a replacement provision which would best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

14. Neither party shall communicate any information to the other in violation of the proprietary rights of any third party.

15. Neither party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party.

To agree to the mutual NDA terms, please complete the form below.

When we respond, we will confirm mutual agreement of the terms.