EpixPro Inc.

Strategic Confidentiality, Privacy and Non-Disclosure Agreement

(Investor, Advisory and Governance Participation)

This Strategic Confidentiality, Privacy and Non-Disclosure Agreement ("Agreement") is entered into as of (the "Effective Date") between EpixPro Inc. (the "Company") and the undersigned individual (the "Recipient").

The Recipient may receive confidential information relating to EpixPro Inc. in connection with potential:

• investment discussions
• participation in the Informational Shareholder Council
• advisory or governance roles
• strategic collaboration with the Company.

1. Purpose

The purpose of this Agreement is to protect the confidential, strategic, technological, financial and governance information of EpixPro Inc. while allowing the Recipient to evaluate a potential investment, advisory role, governance participation or strategic relationship with the Company.

2. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by the Company, whether written, oral, electronic or visual, including but not limited to:

• business strategies and corporate plans
• financial projections and capitalization tables
• investor relations materials
• enterprise partnerships and negotiations
• product architecture and technology frameworks
• algorithms, artificial intelligence models and datasets
• proprietary software and source code
• trade secrets and research
• client, employee or partner information
• governance discussions and board materials.

Confidential Information shall not include information that:

1. becomes publicly available without breach of this Agreement
2. was already lawfully known to the Recipient before disclosure
3. is independently developed without use of the Confidential Information
4. is received from a third party lawfully entitled to disclose such information.

3. Permitted Use

The Recipient agrees that Confidential Information shall be used solely for the purpose of evaluating a potential investment, advisory role, governance participation or strategic relationship with EpixPro Inc.

The Recipient shall not:

• reproduce or commercialize the Confidential Information
• develop competing products or services based on the Confidential Information
• use the information for competitive advantage
• disclose the information beyond what is permitted under this Agreement.

4. Permitted Disclosure to Advisors

The Recipient may disclose Confidential Information only to the extent reasonably necessary to:

• partners, employees or members of the Recipient's organization
• legal counsel
• accountants or tax advisors
• financial advisors
• due-diligence consultants
• potential co-investors involved in evaluating a possible investment.

Such persons must be bound by professional confidentiality obligations or by confidentiality agreements.

The Recipient shall remain fully responsible for any breach of this Agreement by such persons.

5. Protection of Confidential Information

The Recipient agrees to:

• maintain strict confidentiality of the Confidential Information
• apply at least the same level of care used to protect their own confidential information
• prevent any unauthorized use or disclosure.

6. Intellectual Property Ownership

All Confidential Information remains the exclusive property of EpixPro Inc.

Nothing in this Agreement grants the Recipient:

• ownership rights
• licenses
• commercialization rights
• intellectual property rights

unless expressly granted in writing by the Company.

7. Non-Circumvention

The Recipient agrees that for a period of ten (10) years from the Effective Date, the Recipient shall not directly or indirectly approach, solicit or engage with EpixPro Inc.'s identified partners, clients, investors or strategic collaborators for the purpose of bypassing the Company in any commercial relationship derived from the Confidential Information.

8. Term of Confidentiality

The confidentiality obligations set forth in this Agreement shall remain in effect for five (5) years from the Effective Date.

However, any Confidential Information that constitutes trade secrets shall remain confidential indefinitely, until such information becomes publicly known through lawful means.

9. Remedies and Contractual Penalty

The Recipient acknowledges that unauthorized disclosure or misuse of Confidential Information may cause significant and irreparable harm to EpixPro Inc., including harm to its intellectual property, strategic partnerships, financial interests and competitive position.

In the event of a breach of this Agreement, the Recipient shall be liable for a contractual penalty of CHF 1,000,000 (one million Swiss francs) per breach.

Payment of the contractual penalty shall not release the Recipient from the obligation to comply with this Agreement, and shall be without prejudice to the Company's right to claim additional damages exceeding the penalty amount where such damages can be demonstrated.

The Company shall also be entitled to seek injunctive relief, specific performance and any other remedies available under applicable law.

10. Return or Destruction of Materials

Upon written request by the Company or upon termination of discussions, the Recipient shall promptly:

• return or destroy all Confidential Information
• delete any digital copies
• confirm such destruction in writing within ten (10) business days.

11. Privacy and Data Protection

The Recipient agrees to comply with applicable data protection laws, including:

• the Swiss Federal Act on Data Protection (FADP)
• the General Data Protection Regulation (GDPR) where applicable
• any other relevant privacy regulations.

12. Governing Law and Jurisdiction

This Agreement shall be governed by Swiss law.

Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Geneva, Switzerland.

13. Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning confidentiality and supersedes all prior discussions or agreements relating to the same subject matter.

14. Binding Effect

This Agreement shall be binding upon the Recipient and any affiliated entities under their control that receive Confidential Information.

Signatures

Download signed document (PDF)