Mutual Confidentiality Agreement

THIS CONFIDENTIALITY AGREEMENT (this “Agreement”) is entered into as of

___day of ____________________, 2025, between NAME, (“NAME”) and ___________
(“Company”).

Whereas the Recipient wishes to obtain certain Confidential Information (as defined below)
in connection with risk and infromation technology management and the Discloser wishes to
provide such Confidential Information (the “Project”).

Now therefore the parties hereto agree as follows:

1. In this Agreement:

1.1 The term “Discloser” means a party to this Agreement or the party’s affiliate
who is disclosing Confidential Information (as defined below).

1.2 The term “Recipient” means a party to this Agreement receiving Confidential
Information from the other party.

1.3 In this Agreement the term “Confidential Information” means any and all non-
public information relating to the Discloser’s proprietary technology or business
made available by the Discloser on or after the date hereof to the Recipient
including, without limitation, information, data, know-how, formulas, concepts,
tests, drawings, specifications, applications, designs and trade secrets,
information and data relating to the Discloser’s products, design methodology,
engineering and manufacturing processes and related equipment, suppliers, sales,
customers, business operations and plans, financial situation, members,
Representatives (as defined below) and investors, investments, investment
strategies, methods or prospects and any notes, memoranda, summaries, analyses,
compilations or any other writings relating thereto prepared by the Discloser or
the Recipient or on either party’s behalf.

2. The Recipient undertakes to maintain as fully confidential from third parties:

2.1 All the Discloser’s Confidential Information and not to disclose, divulge or use
same, directly or indirectly, save exclusively for the purposes for which it was
disclosed to the Recipient.

2.2 The existence of this Agreement, or any details relating to the Discloser, its
business or its Confidential Information, or the fact that negotiations or
discussions between the parties have taken or are taking place, or the terms and
conditions on which and possible arrangements or agreements between the parties
may take or might have taken place, unless otherwise agreed in writing between
the parties.

3. The restrictions on use and disclosure set forth in this Agreement shall not apply to any
Confidential Information which:

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 3.1 Was already known to the Recipient at the time such information was received
from the Discloser or is independently developed by the Recipient without
reference to any Confidential Information disclosed by the Discloser;

3.2 Was or becomes available to the general public, other than as a result of a breach
of this Agreement;

3.3 Is subsequently obtained by the Recipient from a source other than the Discloser
or its agents, provided that such source is not known by the Recipient to be
prohibited from transmitting the information by a confidentiality agreement with,
or other legal or fiduciary obligation to, Discloser;

3.4 The Discloser has released to a third party on a non-confidential basis or for
which it authorizes release.

4. If the Recipient is requested or required by oral questions, interrogatories, subpoena,

civil investigative demand, applicable law, regulation, court order or other legal process
or by any governmental or regulatory authority to disclose Confidential Information, or
if such disclosure is needed in connection with the defense of any action, suit or
investigation brought against the Recipient, the Recipient will provide the Discloser
with notice of such request or requirement (unless such notice is not possible under the
circumstances) so that the Discloser may seek an appropriate protective order and/or
waive compliance with the terms of this Agreement. In addition, Discloser may
disclose Confidential Information in the course of inspections, examinations or
inquiries by federal or state regulatory agencies, self-regulatory organizations or ratings
agencies that have requested or required the inspection of records that contain the
Confidential Information, provided that Discloser will advise the entity to which such
disclosure is made of the confidential nature of the information and request that
confidential treatment be accorded to such Confidential Information.

5. In order to secure the confidentiality of the Confidential Information the Recipient

shall:

5.1 Safeguard the Confidential Information of the Discloser with at least the same
degree of care as it uses for other confidential information it receives; and

5.2 Limit access to the Confidential Information to the Recipient and its affiliates and
the partners, directors, officers, employees, attorneys, consultants, auditors,
accountants and agents of the Recipient and such affiliates (collectively
“Representatives”) to whom disclosure is reasonably necessary for the purposes
hereof, provided that all such Representatives who may have access to the
Confidential Information are under a confidentiality obligation to maintain the
Confidential Information as confidential and not to disclose, divulge or use same.

6. At the Discloser’s written request, the Recipient shall forthwith return to the Discloser
or destroy, at the Discloser’s option, all Confidential Information in tangible form and
any copies of such Confidential Information, including copies in electronic format,
provided that one copy may be retained for compliance purposes.

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7. The disclosure of Confidential Information or its use hereunder shall not be construed
in any way as granting either party any right or license with respect to the Confidential
Information other than the right to use Confidential Information for the purpose of the
Project.

8. Each party hereto on its own behalf and on behalf of its affiliates reserves all rights in
any inventions, patents, copyrights, designs, and any other intellectual property
invented or devised by it in relation to Confidential Information of such party.

9. This Agreement shall terminate upon the earlier of (i) three (3) years after the date
hereof, or (ii) the execution of definitive, written documentation related to the Project.

10. It is agreed that the unauthorized disclosure or use of any Confidential Information may
cause immediate or irreparable injury to the Discloser, and that the Discloser can not be
adequately compensated for such injury in monetary damages. Each party therefore
acknowledges and agrees that, in such event the Discloser shall be entitled to seek any
temporary or permanent injunctive relief necessary to prevent such unauthorized
disclosure or use, or threat of unauthorized disclosure or use.

11. No party shall be entitled to assign its rights and undertakings hereunder without the
other party’s prior written approval. This Agreement shall inure to the benefit of and
be binding upon the successors and permitted assigns of the parties.

12. If any condition, term or covenant of this Agreement shall at any time be held to be
void, invalid or unenforceable, such condition, covenant or term shall be construed as
severable and such holding shall attach only to such condition, covenant or term and
shall not in any way affect or render void, invalid or unenforceable any other condition,
covenant or term of this Agreement, and this Agreement shall be carried out as if such
void, invalid or unenforceable term were not embodied herein.

13. All parties hereto agree and acknowledge that while the other parties are contemplating
the Project, no party has any obligation of any kind, express or implied, to pursue or to
engage in any negotiations relating to the Project. Each party is free in its sole
discretion, at any time, with or without notice to the other parties, to make any decision
or determination that it deems appropriate with respect to the Project, including,
without limitation, not to consummate the Project.

14. Nothing contained herein shall limit the right of the Recipient to contest the
confidential status of any information designated as confidential by the Discloser.

15. This Agreement shall be governed by the internal laws of the Commonwealth of
Kentucky, USA, generally applicable to contracts made and performed in the
Commonwealth of Kentucky. The Recipient and the Discloser hereby irrevocably and
unconditionally consent to the exclusive jurisdiction of the federal and state courts in
Fayette County, Kentucky for any action, suit or proceeding arising out of or related
hereto. Each of the parties agrees not to commence any legal proceeding related hereto
except in such Court. Each of the parties irrevocably waives any objection which it
may now or hereafter have to the laying of the venue of any such proceeding in any
such Court and hereby further irrevocably and unconditionally waives and agrees not to
plead or claim in any such Court that any such action, suit or proceeding brought in any

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 such court has been brought in an inconvenient forum. EACH OF THE PARTIES
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
ANY SUCH ACTION, SUIT OR PROCEEDING. Each of the parties agrees that the
prevailing party in any action or proceeding arising out of or relating to this Agreement
or the Projects contemplated hereby shall be entitled to recover its reasonable fees and
expenses in connection therewith, including legal fees.

16. Any notice which either party desires or is required to give to the other party hereunder
shall be in writing, and shall be sent by certified mail, return receipt requested, by hand
delivery (against a signed receipt), or by reputable overnight delivery service (such as
Federal Express) which can certify actual delivery, or by facsimile or e-mail, in each
case at the addresses or facsimile numbers set forth below:

To NAME:

Company
Address
Attn:
Fax No.:
Email:

To Rocker:

_____________________________
Attn:
_______________________________
_______________________________
_______________________________
Fax No: _______________________
Email: ________________________

Either party may change its address or facsimile number for purposes hereof by giving
notice to the other party in accordance with this paragraph. Any notice given by
certified mail, as aforesaid, shall be deemed given on the third (3rd) day after such
notice is deposited with the United States Postal Service. Any notice given by hand, as
aforesaid, shall be deemed given when received (against a signed receipt). Any notice
given by overnight delivery service, as aforesaid, shall be deemed given on the first
business day following the date when such notice is deposited with such delivery
service. Any notice given by facsimile, as aforesaid, shall be deemed given upon
receipt of answerback confirmation. Any notice given by e-mail, as aforesaid, shall be
deemed given upon receipt of notice of delivery.

17. This Agreement contains the entire understanding between the parties relative to the
protection of the Confidential Information and supersedes all prior written and oral
communication between the parties about Confidential Information, except that nothing
in this Agreement shall supersede or in any way modify any of the terms and
conditions, or the rights and obligations of the parties included in any subsequent or
other contract or agreement between the parties unless that contract or agreement so
stipulates. No change, modification, alteration or addition to any provision of this

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 agreement shall be binding unless in writing and signed by an authorized representative
of each of the parties.

18. This Agreement may not be amended or modified in any manner nor may any of its
provisions be waived except by written amendment executed by the parties. A waiver,
modification or amendment by a party shall only be effective if (a) it is in writing and
signed by the parties, (b) it specifically refers to this Agreement and (c) it specifically
states that the party, as the case may be, is waiving, modifying or amending its rights
hereunder. Any such amendment, modification or waiver shall be effective only in the
specific instance and for the specific purpose for which it was given.

19. This Agreement may be executed by digital signing services, exchange of signature
pages or by facsimile and in any number of counterparts, each of which shall be an
original as against any party whose signature appears thereon and all of which together
shall constitute one and the same instrument. All parties agree electronic signatures are
valid and agree to conduct business as such.

[SIGNATURE PAGE TO FOLLOW]

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 IN WITNESS WHEREOF, the duly authorized representatives of NAME and the
Company have executed this Agreement below to indicate their acceptance of its terms.

(E-signature area for both parties)

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