NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement ("Agreement") is entered into as of January 15, 2026,
by and between:

DISCLOSING PARTY: Acme Corporation, a Delaware corporation, with principal offices
at 123 Innovation Drive, San Francisco, CA 94105 ("Acme")

RECEIVING PARTY: Beta Solutions LLC, a California limited liability company, with
principal offices at 456 Technology Blvd, Palo Alto, CA 94301 ("Beta")

1. DEFINITION OF CONFIDENTIAL INFORMATION
"Confidential Information" means any and all non-public information, whether oral,
written, electronic, or visual, disclosed by either party to the other, including but
not limited to: trade secrets, business plans, financial data, customer lists, product
designs, source code, algorithms, technical specifications, marketing strategies, and
personnel information.

2. OBLIGATIONS OF RECEIVING PARTY
The Receiving Party shall:
(a) Hold all Confidential Information in strict confidence;
(b) Not disclose Confidential Information to any third party without prior written
    consent of the Disclosing Party;
(c) Use Confidential Information solely for the purpose of evaluating a potential
    business relationship between the parties ("Purpose");
(d) Limit access to Confidential Information to those employees and contractors who
    have a need to know and are bound by confidentiality obligations at least as
    restrictive as those in this Agreement.

3. EXCLUSIONS
Confidential Information does not include information that:
(a) Is or becomes publicly available through no fault of the Receiving Party;
(b) Was known to the Receiving Party prior to disclosure;
(c) Is independently developed by the Receiving Party without use of Confidential Information;
(d) Is rightfully received from a third party without restriction.

4. TERM AND TERMINATION
This Agreement shall remain in effect for a period of three (3) years from the date
first written above. The confidentiality obligations shall survive termination for an
additional period of two (2) years.

Either party may terminate this Agreement with thirty (30) days written notice. Upon
termination, the Receiving Party shall promptly return or destroy all Confidential
Information and certify such destruction in writing.

5. REMEDIES
The parties acknowledge that any breach of this Agreement may cause irreparable harm
for which monetary damages would be inadequate. Accordingly, the Disclosing Party
shall be entitled to seek injunctive relief in addition to any other remedies available
at law or in equity.

6. NO LICENSE
Nothing in this Agreement grants any license under any patent, copyright, trademark,
or other intellectual property right.

7. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the
State of California, without regard to its conflict of laws principles.

8. DISPUTE RESOLUTION
Any dispute arising out of this Agreement shall first be submitted to mediation in
San Francisco, California. If mediation fails within 60 days, the dispute shall be
resolved by binding arbitration under the rules of the American Arbitration Association.

9. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties concerning the
subject matter hereof and supersedes all prior agreements and understandings.

10. LIABILITY CAP
In no event shall either party's aggregate liability under this Agreement exceed
$500,000, except in cases of willful misconduct or breach of Section 2.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.

ACME CORPORATION                    BETA SOLUTIONS LLC
By: Jane Smith, CEO                 By: John Doe, Managing Partner
Date: January 15, 2026              Date: January 15, 2026
