Stellar Cyber Inc. | MNDA 2026

Confidential information protection agreement

This Mutual Non-Disclosure Agreement (the “Agreement”) is entered into as of the Effective Date above by and between Stellar Cyber, Inc., a Delaware corporation with an address at 548 Market Street, PMB 92876, San Francisco, California 94104 (“Stellar Cyber”), and ________________________________________, a ______________________________ with an address at ______________________________________________ (“Counterparty”). Stellar Cyber and Counterparty are each a “Party” and together the “Parties.”

The Parties wish to evaluate and/or pursue a potential business relationship (the “Purpose”) and may disclose certain non-public information to one another. The Parties agree that the terms below will govern the handling of that information.

1. Definitions

1.1. “Disclosing Party” means the Party providing Confidential Information.

1.2. “Receiving Party” means the Party receiving Confidential Information.

1.3. “Confidential Information” means any non-public business, technical, financial, operational, customer, product, security, or other information disclosed by or on behalf of a Disclosing Party to a Receiving Party, whether disclosed orally, visually, electronically, in writing, or by inspection, that is marked or identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information includes the existence and terms of the Parties’ discussions and the Purpose.

2. Confidentiality Obligations

2.1. Protection. The Receiving Party shall protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, and in no event less than reasonable care.

2.2. Limited disclosure. The Receiving Party may disclose Confidential Information only to its employees, officers, directors, professional advisers, contractors, and affiliates who have a need to know the information for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement. The Receiving Party is responsible for any breach of this Agreement by those representatives.

2.3. No misuse. The Receiving Party shall use the Confidential Information solely for the Purpose and shall not copy, reverse engineer, decompile, disassemble, or otherwise exploit it except as necessary for the Purpose or with the Disclosing Party’s prior written consent.

2.4. Security incident. The Receiving Party shall promptly notify the Disclosing Party upon discovering any unauthorized access, use, or disclosure of Confidential Information and shall reasonably cooperate to mitigate its effects.

3. Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate by contemporaneous written records: (a) was publicly available without breach of this Agreement; (b) was lawfully known to the Receiving Party before disclosure; (c) was received lawfully from a third party without a duty of confidentiality; or (d) was independently developed without use of or reference to the Disclosing Party’s Confidential Information.

4. Permitted Use and Ownership

All Confidential Information remains the property of the Disclosing Party. No license or other intellectual property right is granted by this Agreement, whether expressly, by implication, or otherwise, except the limited right to use Confidential Information for the Purpose. Neither Party is obligated to disclose information, enter into any transaction, or continue discussions.

5. Compelled Disclosure

If the Receiving Party is required by law, regulation, subpoena, or court order to disclose Confidential Information, it may do so only to the extent legally required. To the extent permitted by law, the Receiving Party shall give the Disclosing Party prompt written notice and reasonable assistance, at the Disclosing Party’s expense, so that the Disclosing Party may seek a protective order or other appropriate remedy.

6. Return or Destruction

Upon the Disclosing Party’s written request, or when the Purpose ends, the Receiving Party shall promptly return or destroy all Confidential Information and copies in its possession or control, except that it may retain one archival copy solely for legal or compliance purposes and information stored in routine backup systems, provided that retained information remains subject to this Agreement.

7. Term and Survival

This Agreement begins on the Effective Date and continues for three (3) years unless terminated earlier by either Party upon thirty (30) days’ written notice. The Receiving Party’s obligations for Confidential Information disclosed during the term survive for five (5) years after disclosure, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

8. Remedies

The Parties acknowledge that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be inadequate. In addition to any other available remedies, the Disclosing Party may seek injunctive or equitable relief to prevent or stop a breach, without the need to prove actual damages or post a bond to the extent permitted by law.

9. General

9.1. Governing law. This Agreement is governed by the laws of the State of California, without regard to its conflict-of-law rules. The Parties submit to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California.

9.2. No assignment. Neither Party may assign this Agreement without the other Party’s prior written consent, except to a successor in connection with a merger, reorganization, or sale of substantially all of its assets, provided the successor assumes this Agreement.

9.3. Entire agreement. This Agreement is the entire agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous understandings on that subject. Any amendment or waiver must be in writing and signed by authorized representatives of both Parties.

9.4. Severability and waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will remain in effect. A failure to enforce a provision is not a waiver of future enforcement.

9.5. Counterparts and electronic signatures. This Agreement may be signed in counterparts, including by electronic signature, each of which is deemed an original and together constitutes one instrument.

Signatures

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

Stellar Cyber, Inc. | Mutual Non-Disclosure Agreement | 2026