Confidential investor materials

ATMOSPHERE VENTURES, INC. · AtmosphereH2O™
MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT
Commercial / Business Partner / Investor Version (v06.16.26)

Agreement Date: the date of Counterparty's electronic acceptance below (the "Effective Date").
Parties: Atmosphere Ventures, Inc., a Nevada C-corporation ("Atmosphere"), operating the AtmosphereH2O™ brand; and the individual or entity electronically accepting this Agreement ("Counterparty"). Each individually a "Party" and collectively the "Parties." The Party receiving confidential or proprietary information shall be referred to as the "Receiving Party" and the Party disclosing proprietary information shall be referred to as the "Disclosing Party".
Purpose: The disclosure of confidential information to facilitate, among other things, evaluation of a potential licensing opportunity, commercial partnership, investment, technology assessment, strategic alignment, or vendor relationship (the "Purpose").
Initial Term: Two (2) years from the Effective Date, unless earlier terminated or extended by mutual written consent.

RECITALS
WHEREAS, Atmosphere Ventures, Inc. is engaged in the development, manufacture, and commercialization of proprietary Atmospheric Water Generation (AWG) and related technologies and innovations under the AtmosphereH2O™ brand;

WHEREAS, the Parties desire to explore a potential business relationship relating to the Purpose set forth above, and in connection therewith each Party may disclose to the other certain confidential and proprietary information;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1 - DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below:

Confidential Information. “Confidential Information" means any and all information and documentation disclosed under this Agreement including, but not limited to, information related to performance, sales, finances marketing ideas, technical data and concepts, vendor and cost data, pricing, investors, employees, business and contractual relationships, business forecasts, computer software (including source code object code algorithms and models), customer information, pricing and pricing methods, product road maps and development plans, and all methods, concepts, formulae related to current future or proposed products, copyrights, trademarks, trade name applications, and provisional patent applications, and patents of any kind, information concerning research, experimental work development, design details and specifications, pre-prototype, prototypes, and first articles, procurement requirements, bills of materials, know-how or ideas reasonably related to the business or services of the Disclosing Party, any third-party proprietary information rightfully held and disclosed by the Disclosing Party, and information that by its nature or circumstances surrounding its disclosure should reasonably be regarded as confidential or any document that refers to or relates to Confidential Information. Confidential Information shall be: (a) in written or tangible form bearing a legend identifying is proprietary or confidential nature; or (b) disclosed orally in a form or in a form not amenable to marking, provided that it is identified by the Disclosing Party as proprietary at the initial time of disclosure and within thirty (30) days of such disclosure is summarized in writing and transmitted to the Receiving Party identifying its proprietary confidential nature. Confidential information shall not include information that is or becomes known except: (i) through a breach of this Agreement, (ii) is disclosed without restriction with the written approval of the Disclosing Party; (iii) is already known or in the possession of the Receiving Party; (iv) is rightfully furnished to the Receiving Party by a third party without a breach or any legal contractual obligation; (v) or is independently developed by the Receiving Party without reliance on or as a result of the disclosure of Confidential Information under this Agreement. Further, Confidential information shall include any and all non-public information, data, materials, trade secrets, know-how, inventions, designs, processes, formulae, business plans, financial data, customer information, technical specifications, pricing, projections, and any other information of a confidential or proprietary nature disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), in any form or medium (written, oral, electronic, visual, or otherwise), including information disclosed prior to the Effective Date in anticipation of this Agreement. Without limiting the foregoing, Confidential Information includes: (i) AWG system designs, engineering specifications, and performance data; (ii) financial projections, capital structure, investor information; (iii) business strategies, pricing, and customer and supplier relationships; and (iv) product roadmaps and competitive intelligence.

"Representatives" means a Party's directors, officers, employees, consultants, legal counsel, accountants, and other advisors and agents who have a legitimate need to access Confidential Information solely in connection with the Purpose, and who are bound by confidentiality obligations no less protective than those set forth herein.

"Trade Secret" has the meaning ascribed under the Defend Trade Secrets Act of 2016 (DTSA), 18 U.S.C. § 1839(3), and applicable state law, including the Nevada Uniform Trade Secrets Act, NRS Chapter 600A.

"Permitted Purpose" means the sole purpose for which Confidential Information may be used, as identified in the preamble of this Agreement.

ARTICLE 2 - CONFIDENTIALITY OBLIGATIONS
(a) Duty of Confidentiality. The Receiving Party shall: (i) hold all Confidential Information in strict confidence; (ii) use Confidential Information solely for the Permitted Purpose; (iii) not disclose Confidential Information to any person or entity other than its Representatives on a strict need-to-know basis; (iv) implement and maintain reasonable administrative, technical, and physical safeguards to protect Confidential Information from unauthorized access, use, or disclosure; and (v) promptly notify the Disclosing Party upon discovery of any unauthorized use, disclosure, or acquisition of Confidential Information.

(b) Standard of Care. The Receiving Party shall protect Confidential Information using at minimum the same degree of care it uses to protect its own most sensitive proprietary information, and in no event less than reasonable care.

(c) Personnel Obligations. Prior to accessing any Confidential Information, each Representative of the Receiving Party shall be: (i) advised of the confidential and proprietary nature of the information; and (ii) bound by written confidentiality obligations at least as protective as those set forth in this Agreement.

(d) No Reverse Engineering. The Receiving Party shall not reverse engineer, disassemble, decompile, or otherwise attempt to derive source code, formulae, or underlying technical data from any Proprietary/Confidential Information, sample, or prototype disclosed hereunder.

(e) Marking. The Disclosing Party shall use reasonable efforts to mark Confidential Information as "Confidential" or "Proprietary." Failure to mark shall not affect the confidential status of information that a reasonable person would understand to be proprietary given the nature of the information and the circumstances of disclosure.

ARTICLE 3 - EXCEPTIONS TO CONFIDENTIALITY
The confidentiality obligations of Article 2 shall not apply to information that the Receiving Party can demonstrate by clear and convincing written evidence:

- was, at the time of disclosure, in the public domain through no fault or action of the Receiving Party;
- becomes part of the public domain after disclosure through no fault or action of the Receiving Party;
- was rightfully known to the Receiving Party prior to disclosure, without restriction, as evidenced by written records predating the disclosure;
- is independently developed by the Receiving Party without use of or reference to the Proprietary/Confidential Information, as evidenced by written records; or
- is disclosed to the Receiving Party by a third party having the lawful right to make such disclosure without restriction on further use or disclosure.
ARTICLE 4 - COMPELLED DISCLOSURE
If the Receiving Party becomes legally compelled by court order, subpoena, regulatory demand, or other legal process to disclose any Confidential Information, the Receiving Party shall:

- promptly notify the Disclosing Party in writing as soon as practicable, and in no event later than five (5) business days prior to the required disclosure date, to the extent permitted by applicable law;
- cooperate reasonably with the Disclosing Party in seeking a protective order, confidential treatment, or other appropriate remedy to prevent or limit such disclosure;
- disclose only that portion of the Confidential Information that is legally required to be disclosed after seeking such remedy; and
- continue to treat as Confidential Information any portion not required to be disclosed, or any portion disclosed subject to protective order or confidential treatment.
ARTICLE 5 - INTELLECTUAL PROPERTY RIGHTS
(a) No License Granted. Nothing in this Agreement shall be construed as granting the Receiving Party, by implication, estoppel, or otherwise, any license, right, title, or interest in or to any Confidential Information, intellectual property, patent, copyright, trademark, or trade secret of the Disclosing Party.

(b) Retention of Rights. All Confidential Information shall remain the exclusive property of the Disclosing Party (or its licensors). The Receiving Party acquires only the limited right to use Confidential Information for the Permitted Purpose during the term of this Agreement.

(c) No Implied Obligations. The Parties expressly disclaim any implication that either Party has an obligation to: (i) disclose any particular information; (ii) pursue any business relationship or transaction; or (iii) grant any license upon completion of any evaluation described in the Permitted Purpose.

ARTICLE 6 - RETURN OR DESTRUCTION OF INFORMATION
Upon the earlier of: (i) the expiration or termination of this Agreement; (ii) written request by the Disclosing Party; or (iii) determination by either Party that the Permitted Purpose will not be pursued, the Receiving Party shall, at the Disclosing Party's election:

- promptly return to the Disclosing Party all tangible materials containing or reflecting Confidential Information, including all copies, notes, summaries, and extracts; or
- destroy all such materials and provide written certification of destruction, signed by an authorized officer, within fifteen (15) days of such request.
The Receiving Party may retain one archival copy solely to the extent required by applicable law or legal hold obligation, provided that such retained copy remains subject to the confidentiality obligations of this Agreement for the survival period set forth in Article 8.

ARTICLE 7 - REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants to the other that:

- it has the full legal right, power, and authority to enter into and perform its obligations under this Agreement;
- this Agreement has been duly authorized, executed, and delivered and constitutes a legal, valid, and binding obligation, enforceable against it in accordance with its terms; and
- the execution and performance of this Agreement do not and will not violate any applicable law, regulation, court order, or agreement to which it is a party or by which it is bound.
ARTICLE 8 - TERM AND SURVIVAL
(a) Term. This Agreement shall commence on the Effective Date and continue for two (2) years unless sooner terminated by either Party upon thirty (30) days' prior written notice to the other Party.

(b) Survival of Confidentiality Obligations. Notwithstanding the expiration or termination of this Agreement for any reason: (i) confidentiality obligations with respect to Confidential Information that constitutes a Trade Secret shall survive indefinitely, for so long as such information remains a trade secret under applicable law; and (ii) confidentiality obligations with respect to all other Confidential Information shall survive for a period of three (3) years from the date of initial disclosure.

(c) Effect of Termination. Termination shall not affect any obligations, liabilities, or claims arising prior to the effective date of termination.

ARTICLE 9 - REMEDIES
(a) Irreparable Harm. Each Party acknowledges that any breach of its confidentiality obligations would cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate. Accordingly, the Disclosing Party shall be entitled to seek immediate injunctive or other equitable relief in any court of competent jurisdiction without the necessity of posting bond or proving actual damages, in addition to all other remedies available at law or in equity.

(b) Attorneys' Fees. In any action to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees, expert fees, and litigation costs from the non-prevailing Party.

(c) Cumulative Remedies. All remedies available to a Party under this Agreement shall be cumulative, and the exercise of one remedy shall not preclude the exercise of any other remedy.

ARTICLE 10 - GENERAL PROVISIONS
(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, including NRS Chapter 600A (Nevada Uniform Trade Secrets Act), without giving effect to conflict-of-law principles.

(b) Classified Information & Covered Defense Information. The Parties represent that, in the event they disclose any Classified Information as defined in the National Industrial Security Program Operating Manual (NISPOM) or Covered Defense Information as defined in DFARS 252.204-7012 (Safeguarding Covered Defense Information and Cyber Incident Reporting), such disclosures comply with the NISPOM and the National Institute of Standards and Technology (NIST) Special Publication 800-171 (Protecting Controlled Unclassified Information in Nonfederal Systems and Organizations), respectively, and any other applicable law or regulation.

(c) Venue and Jurisdiction. Any dispute arising out of or relating to this Agreement (other than applications for emergency equitable relief) shall be resolved exclusively in the state or federal courts sitting in Clark County, Nevada at the election of the Disclosing Party. Each Party consents to personal jurisdiction in such courts.

(d) Entire Agreement. This Agreement constitutes the entire agreement of the Parties with respect to the confidentiality of information exchanged in connection with the Permitted Purpose and supersedes all prior or contemporaneous understandings relating to such subject matter. If the Parties enter into a more comprehensive agreement (e.g., a license, teaming, or commercial agreement) that contains confidentiality provisions, those provisions shall supersede this Agreement to the extent of any conflict.

(e) Amendment. This Agreement may not be amended except by a written instrument signed by an authorized representative of each Party.

(f) Severability. If any provision is found to be invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to render it enforceable, and the remaining provisions shall continue in full force.

(g) Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section shall be null and void.

(h) Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall be deemed valid and binding under the E-SIGN Act, 15 U.S.C. § 7001 et seq., and the Nevada Electronic Transactions Act, NRS Chapter 719.

(i) No Agency or Partnership. Nothing in this Agreement shall create or be deemed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the Parties.

(j) Notices. All notices shall be in writing and delivered by hand, overnight courier with tracking, or email with confirmed receipt, to the addresses in the signature blocks below. Notices are effective upon receipt.

(k) Whistleblower Immunity. Pursuant to 18 U.S.C. § 1833(b), an individual may not be held criminally or civilly liable under federal or state trade secret law for disclosure of a trade secret made in confidence to a government official or attorney solely for the purpose of reporting a suspected violation of law, or made in a complaint filed under seal. Nothing in this Agreement limits such protected disclosures.


ELECTRONIC EXECUTION. Pursuant to Section 10(h) of this Agreement, the E-SIGN Act, 15 U.S.C. § 7001 et seq., and the Nevada Electronic Transactions Act, NRS Chapter 719, Counterparty's electronic acceptance below (checkbox plus submission) constitutes Counterparty's execution and delivery of this Agreement, binding Counterparty as of the Effective Date. Atmosphere Ventures, Inc., 3827 S Carson St, Unit 505-25 PMB 1025, Carson City, NV 89701; notices: dirk@atmosphere.ventures. This page records the acceptance (name, email, company, IP address, and timestamp) as the executed record.

DOCUMENT CONTROL: This Agreement is CONFIDENTIAL and PROPRIETARY to Atmosphere Ventures, Inc. Unauthorized reproduction or distribution is strictly prohibited.