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WriteLitely.AI is an AI company that develops virtual report writing assistants that mimic individuals and carry the full load of report writing. In order to pursue, or consider pursuing, a potential business arrangement or transaction between the parties (the “Business Purpose”), Company and WriteLitely.AI recognize that there is a need to disclose to one another certain confidential information of each party to be used only for the Business Purpose and to protect such confidential information from unauthorized use and disclosure. In consideration of the foregoing and the mutual covenants contained herein, each party agrees as follows: This Agreement will apply to all confidential and proprietary information, whether written, verbal, electronic, visual or otherwise (“Confidential Information”), disclosed by one party to the other party, including without limitation (i) information relating to the disclosing party’s business and strategy, acquisition targets, personnel hires, proprietary models, algorithms, computer programs or software, names and expertise of employees and consultants, know-how, formulas, processes, ideas, translations or validations, inventions (whether patentable or not) or schematics, (ii) other technical, business, financial, customer and product development information, plans, forecasts or strategies, and (iii) any other information which the disclosing party identifies as confidential before or within thirty days after disclosure to the receiving party, in each case whether such information was disclosed before, on or after the date of this Agreement. The term “party” shall include such party’s directors, employees, agents and representatives, including but not limited to, attorneys, accountants and/or other advisors. Each party agrees (i) to hold the other party’s Confidential Information in strict confidence, (ii) not to copy or reverse engineer any such Confidential Information, (iii) not to disclose such Confidential Information, or the existence of such Confidential Information, to any third parties, and (iv) not to use any Confidential Information for any purpose except for the Business Purpose. Each party may disclose the other party’s Confidential Information to its responsible employees with a bona fide need to know, but only to the extent necessary to carry out the Business Purpose. Each party agrees to instruct all such employees not to disclose such Confidential Information to third parties, including consultants, without the prior written permission of the disclosing party. Confidential Information will not include information which: (i) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party or breach of this Agreement, generally known or available to the public; (ii) was acquired by the receiving party before receiving such information from the disclosing party and without restriction as to use or disclosure; (iii) is hereafter rightfully furnished to the receiving party by a third party, without restriction as to use or disclosure; (iv) is required to be disclosed pursuant to law, provided the receiving party gives prompt notice to the disclosing party of such required disclosure in order to afford the disclosing party a reasonable opportunity to obtain an appropriate order limiting such disclosure; or (v) is disclosed with the prior written consent of the disclosing party. Each party agrees not to remove any of the other party’s Confidential Information from the premises of the disclosing party (in any form, physical or electronic) without the disclosing party’s prior written approval. Each party agrees to exercise extreme care in protecting the confidentiality of any Confidential Information which is removed, only with the disclosing party’s prior written approval, from the disclosing party’s premises. Each party agrees to comply with any and all terms and conditions the disclosing party may impose upon any such approved removal, such as conditions that the removed Confidential Information and all copies (physical or electronic) must be returned by a certain date, and that no copies of any kind are to be made off of the premises. The receiving party shall promptly destroy and certify the destruction or return to the disclosing party all tangible items, software, records of conversations with the other party and media containing or consisting of the disclosing party’s Confidential Information and all copies, files or extracts thereof upon the earlier of (i) termination of discussions relating to the Business Purpose without an agreement to proceed, or (ii) upon the disclosing party’s request; provided, however, that the receiving party may retain such copies as it is required by law or regulation to retain in its files. Any such destruction shall be promptly confirmed in writing (signed copy sent by email pdf shall be deemed acceptable) by an authorized officer/person of the receiving party supervising such destruction. Notwithstanding the destruction, return or retention of the Confidential Information, the receiving party will continue to be bound by its obligations of confidentiality and other obligations hereunder. Each party recognizes and agrees that nothing contained in this Agreement will be construed as granting any rights to the receiving party, by license or otherwise, to any of the disclosing party’s Confidential Information except as specified in this Agreement. Each party acknowledges that all of the disclosing party’s Confidential Information is owned solely by the disclosing party (or its licensors) and that the unauthorized disclosure or use of such Confidential Information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, each party agrees that the disclosing party will have the right to obtain an immediate injunction enjoining any breach of this Agreement, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach. This Agreement will be construed, interpreted, and applied in accordance with the laws of the State of Delaware. This Agreement is the complete and exclusive statement regarding the subject matter of this Agreement and supersedes all prior agreements, understandings and communications, oral or written, between the parties regarding the subject matter of this Agreement. No waiver or modification of this Agreement will be binding upon either party unless made in writing and signed by a duly authorized representative of such party. No failure or delay in enforcing any right will be deemed a waiver. The prevailing party in any action to enforce this Agreement shall be entitled to costs and attorney's’ fees. IN WITNESS WHEREOF, the parties hereto have executed this Mutual Non-Disclosure Agreement by their duly authorized officers or representatives as of the date first set forth above.