MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (this "Agreement") is made and entered into as of
_____ day of September, 2023 between __________________, having its principal residence at
__________________________________________________ ("Employee") and Braveway LLC, a
Florida limited liability company, with its principal place of business at 16185 poppyseed cir, delray beach,
fl ("Braveway"). In this Agreement, Company and Braveway are each referred to individually as “Party”
and collectively as the “Parties”.
Purpose: The Parties wish to explore a potential business opportunity of mutual interest and in connection
with this opportunity wish to execute this Agreement.
1. Confidential Information
Confidential information means any information disclosed to by one party to the other, either directly
or indirectly in writing, graphically or electronically, orally or by inspection of tangible or intangible
objects, including without limitation this Agreement, intellectual property, technology and programs,
product plans, designs, formulae, processes, techniques, drawings, diagrams, visual demonstrations,
ideas, concepts, costs, prices, clients, finances, advertising, commercial or sales materials, business
opportunities, personnel, research, development or know-how, documents, business plans, source
code, software, documentation, financial analysis, marketing plans, customer names, customer list,
customer data. Confidential Information may also include information disclosed to a party by third
parties at the direction of a Disclosing Party. Confidential Information shall not, however, include any
information which the Receiving party can establish (i) was publicly known and made generally
available in the public domain prior to the time of disclosure; (ii) becomes publicly known and made
generally available after disclosure through no fault, breach, action or inaction of Receiving Party; (iii)
is in the possession of Receiving Party, without confidentiality restrictions, at the time of disclosure by
the Disclosing Party as shown by Receiving Party's files and records immediately prior to the time of
disclosure; (iv) is independently developed by the Receiving Party or its Representatives (as defined
below) without the use of any of the Disclosing Party’s Confidential Information; or (v) the Receiving
Party rightfully obtains the Disclosing Party’s Confidential Information on a non-confidential basis from
a third party that, to the best of Receiving Party’s knowledge, has the right to transfer or disclose it
without restriction and with no duty to hold such information in confidence. The party disclosing the
Confidential Information shall be referred to as "Disclosing Party" in the Agreement and the party
receiving the Confidential Information shall be referred to as "Receiving Party" in the Agreement.
Notwithstanding anything in this Agreement to the contrary, failure by the Disclosing Party to mark
such information as protected, confidential or proprietary will not be determinative of the protected,
confidential or proprietary character of the disclosed information.

2. Non-use and Non-disclosure

The Receiving Party agrees not to release, disclose, publish, communicate or use any Confidential
Information for any purpose except to evaluate and engage in discussions concerning the Proposed
Transactions. Receiving Party agrees not to disclose any Confidential Information to third parties or
any person or entity other than its employees, directors, financial advisors, lenders, equity investors,
accountants and legal advisors of the Recipient (collectively, “Representatives”) that reasonably need
to know the Discloser’s Confidential Information for purposes of evaluating and negotiating the
Proposed Transactions. The Recipient shall, at all times, be fully liable for any breach of this
Agreement by its Representatives. The Receiving Party shall not reverse engineer, disassemble or
decompile any prototypes, software or other tangible objects which embody the Disclosing Party's
Confidential Information and which are provided to the Receiving Party hereunder. Except as
expressly permitted by this Agreement, neither the Receiving Party nor its Representatives may use
the Disclosing Party’s Confidential Information for its own or any third party’s benefit without, in each
instance, the prior written approval of an authorized representative of the Disclosing Party. In the
event that the Receiving Party is requested or required (by oral questions, interrogatories, requests
for information or documents, subpoena, civil investigative demand or similar process) to disclose any
Confidential Information furnished by the Disclosing Party, it is agreed that the Receiving Party will, to

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 the extent permitted by law, cooperate with the Disclosing Party and provide the Disclosing Party with
prompt notice of such request(s) or requirement(s) so that the Disclosing Party may seek an
appropriate protective order. If, in the absence of a protective order or the receipt of a waiver
hereunder, the Receiving Party is nonetheless, in the opinion of the Receiving Party’s legal counsel,
legally required to disclose the Confidential Information disclosed by the Disclosing Party or else
stand liable for contempt or suffer other censure or penalty, the Receiving Party may disclose such
information without liability hereunder, provided, however, that the Receiving Party may disclose only
that portion of such Confidential Information which it is legally required to disclose.

3. Maintenance of Confidentiality Information

The Receiving Party agrees that it shall take all reasonable measures to protect the secrecy of and
avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing,
Receiving Party shall take at least those measures that Receiving Party takes to protect its own most
highly confidential information and shall have its Representatives, if any, who have access to
Confidential Information sign a non-use and non-disclosure agreement in content substantially similar
to the provisions hereof, prior to any disclosure of Confidential Information to such Representatives.
The Receiving Party shall not make any copies of Confidential Information unless the same are
previously approved in writing by the Disclosing Party. The Receiving Party shall reproduce the
Disclosing Party's proprietary rights notices on any such approved copies, in the same manner in
which such notices were set forth in or on the original. The Receiving Party shall immediately notify
the Disclosing Party in the event of any unauthorized use or disclosure of the Confidential
Information. Each Party is, and will remain, the sole owner of all right, title and interest in its
Confidential Information, including, without limitation, any and all rights in copyright, patent, trade
secret and trademark, service mark or trade name included in its Confidential Information.

4. No Obligation
Nothing herein shall obligate either party to proceed with any transaction between them, and each
Party reserves the right, in its sole discretion, to terminate the discussions contemplated by this
Agreement concerning the business opportunity.

5. No Warranty
Each Party represents and warrants to the other party that it has the right to enter into this Agreement
and to disclose its Confidential Information to the other Party pursuant to this Agreement, and that it is
not a party to any other agreement with, or under any obligation to, any third party that would prevent
it from entering into this Agreement. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS".
NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE,
REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.

6. Return of Materials
All documents and other tangible objects containing or representing Confidential Information and all
copies thereof which are in the possession of Receiving Party shall be and remain the property of the
Disclosing Party. Upon receipt of written request from a Disclosing Party, the Receiving Party shall,
at its option, either promptly return or destroy all copies of writings and other materials in its
possession or control that contain Confidential Information received from the Disclosing Party under
this Agreement. If the Receiving Party elects to destroy the Disclosing Party’s Confidential
Information, the Receiving Party shall certify, in writing, to the Disclosing Party that it has destroyed
all of the Disclosing Party’s Confidential Information, including any summaries, analyses, notes or
memorandum prepared by Receiving Party that contains or references Disclosing Party’s Confidential
Information. The return or destruction of the Disclosing Party’s Confidential Information shall not
relieve the Receiving Party and its Representatives from their respective obligations under this
Agreement. Notwithstanding the foregoing, Receiving Party may keep one copy of the Confidential
Information for legal, accounting, compliance and recordkeeping purposes.

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7. No License
Nothing in this Agreement is intended to grant any rights to either party under any patent, mask work
right or copyright of Company, nor shall this Agreement grant Receiving Party any rights in or to
Confidential Information except as expressly set forth herein.

8. Scope of Agreement
Each Party acknowledges that this Agreement in no way detracts from or limits the power of a
Disclosing Party to carry on any other negotiations or otherwise deal with its Confidential Information
in any manner whatsoever.

9. Notices
All notices provided under, and communications regarding, this Agreement must be in writing and
delivered via e-mail with delivery and read receipt (a “Notice”), except for Notices of default hereunder
which shall be sent by Certified US Mail or Courier.

10. Counterparts
This Agreement may be executed by the Parties in any number of counterparts, including, without
limitation, by facsimile transmission or by transmission of a .PDF or other similar file via e-mail, each
of which will be deemed to be an original, including, without limitation, those sent by facsimile
transmission or by transmission of a .PDF or other similar file via e-mail, but all such counterparts will
together constitute one and the same instrument.

11. Severability
Wherever possible, each provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law. However, if any provision of this Agreement is prohibited by,
or invalid under, applicable law, such provision will be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the remaining provisions of this
Agreement.

12. Term
This Agreement and the confidentiality and non-use obligations hereunder will remain in effect for a
period of 3 years.

13. Equitable Relief

Each Party acknowledges that the provisions of this Agreement are necessary and reasonable for the
protection of the respective business and goodwill of the Parties. The Receiving Party agrees, any
breach of this Agreement may cause irreparable injury to the Disclosing Party, entitling the Disclosing
Party to obtain injunctive or equitable relief, such as specific performance, against the continuing or
further breach, without the necessity of proof of actual damages, in addition to other available
remedies.

14. Succession and Assignment

This Agreement shall bind and inure to the benefit of the Parties hereto and their successors and
permitted assigns. Neither Party may assign this agreement, neither in whole or in part, nor any of the
rights hereunder, without the other Party’s prior written consent.

15. Governing Law

This Agreement, and any claim, controversy or dispute arising under or related to this Agreement,
whether in contract, tort or otherwise, will be governed by, and its terms and conditions will be

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 construed, interpreted and enforced in accordance with, the laws of the State of Florida. Any legal
action or proceeding with respect to this Agreement may be brought in the state and federal courts of,
the State of Florida, and, by execution and delivery of this Agreement, each Party accepts for itself
and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts.

16. Entire Agreement

This document contains the entire agreement between the Parties with respect to the subject matter
hereof. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or
of any other provision hereof. This Agreement may not be amended, nor any obligation waived,
except by a writing signed by both Parties hereto.

IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be executed by its
duly authorized representative.

Braveway Employee

___________________________ ___________________________

By: Amin Golestan By: Vipin Menon

Its: Executive Director

___ Day of September, 2023 ___ Day of September, 2023

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