1 Recitals

WHEREAS ON and the Counterparty (each a "Party" and collectively the "Parties") wish to explore a potential business relationship relating to the Purpose;

WHEREAS in connection with such discussions, each Party may disclose to the other confidential and proprietary information;

WHEREAS the Parties wish to protect such information from unauthorized disclosure;

NOW THEREFORE, in consideration of the mutual promises herein and the exchange of Confidential Information, the Parties agree as follows:

2 Definitions

2.1 Confidential Information

"Confidential Information" means all non-public information disclosed by either Party (the "Discloser") to the other Party (the "Recipient"), whether orally, in writing, electronically, or by inspection, including without limitation:

1. Technical Information: Source code, object code, algorithms, neural network architectures, AI model weights, training data, training methodologies, system designs, API specifications, data processing pipelines, and technical documentation;
2. Business Information: Business plans, financial data, projections, pricing, client lists, supplier information, marketing strategies, and product roadmaps;
3. Trade Secrets: Any information that derives economic value from its secrecy, including the methods, processes, and techniques underlying ON's proprietary AI engine (the "Neural Engine");
4. Personal Information: As defined by the Personal Information Protection Act, S.A. 2003, c. P-6.5 ("PIPA");
5. Derivative Information: Any analyses, compilations, studies, notes, summaries, or other materials prepared by the Recipient that contain or reflect Confidential Information.

2.2 ON Enhanced IP

"ON Enhanced IP" means ON's Neural Engine, including all constituent neural brains, training systems, ensemble architectures, prediction algorithms, and guard systems, which the Parties acknowledge constitutes ON's most valuable proprietary asset and is subject to the enhanced protections in Section 4.

3 Confidentiality Obligations

3.1 Standard of Care

The Recipient shall:

1. Hold all Confidential Information in strict confidence;
2. Use Confidential Information solely for the Purpose and for no other purpose whatsoever;
3. Protect Confidential Information using at least the same degree of care that the Recipient uses to protect its own confidential information, but in no event less than reasonable care;
4. Restrict disclosure to the Recipient's officers, directors, employees, and professional advisors (collectively, "Representatives") who: (i) need to know such information for the Purpose; and (ii) are bound by written confidentiality obligations at least as protective as this Agreement;
5. Not disclose Confidential Information to any third party without the Discloser's prior written consent;
6. Immediately notify the Discloser in writing of any unauthorized disclosure or use of Confidential Information of which the Recipient becomes aware.

3.2 No Obligation to Disclose

Nothing in this Agreement obligates either Party to disclose any Confidential Information. Each Party retains sole discretion over what information to share and when.

3.3 No License

No license, right, or interest in any intellectual property is granted under this Agreement, whether by implication, estoppel, or otherwise. Disclosure of Confidential Information does not constitute a license to use such information beyond the Purpose.

3.4 No Reverse Engineering

The Recipient shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, architecture, or trade secrets of any software, technology, or system disclosed as Confidential Information.

4 Enhanced Protection — ON's Neural Engine

In addition to the standard obligations in Section 3, the following enhanced protections apply specifically to ON Enhanced IP:

1. ON Enhanced IP shall be disclosed on a need-to-know basis only, and never to more than [3] named individuals of the Counterparty, who must be identified in writing prior to disclosure;
2. The Counterparty shall not make, or permit any Representative to make, any copies (digital or physical) of ON Enhanced IP without ON's prior written consent;
3. ON Enhanced IP shall never be stored on personal devices, cloud storage services, or email systems not previously approved by ON in writing;
4. The Counterparty shall maintain access logs showing which individuals accessed ON Enhanced IP, when, and for what duration;
5. Upon ON's request, the Counterparty shall certify in writing, within five (5) Business Days, that all copies of ON Enhanced IP have been returned or destroyed and that no copies have been retained in any form;
6. The enhanced protections in this Section 4 survive termination of this Agreement indefinitely, for as long as ON Enhanced IP qualifies as a trade secret under applicable law.

5 Exclusions from Confidential Information

Confidential Information does not include information that the Recipient can demonstrate by clear and convincing evidence:

1. Was publicly available at the time of disclosure, or becomes publicly available thereafter through no fault or act of the Recipient;
2. Was already known to the Recipient at the time of disclosure, as evidenced by written records predating the disclosure;
3. Is independently developed by the Recipient without use of, reference to, or access to the Discloser's Confidential Information, as evidenced by contemporaneous written records;
4. Is lawfully received from a third party who is not, to the Recipient's knowledge, under any obligation of confidentiality to the Discloser;
5. Is disclosed with the Discloser's prior written approval.

Note: The exclusions in this Section 5 do not apply to ON Enhanced IP that constitutes a trade secret, except to the extent that such information falls within exclusion (a) through no fault of the Recipient.

6 Compelled Disclosure

If the Recipient is compelled by law, regulation, subpoena, court order, or regulatory authority to disclose Confidential Information, the Recipient shall:

1. Provide the Discloser with prompt written notice (and in any event prior to disclosure, to the extent legally permitted) to allow the Discloser to seek a protective order or other remedy;
2. Cooperate with the Discloser, at the Discloser's expense, in seeking such protective order;
3. Disclose only the minimum amount of Confidential Information legally required;
4. Use reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed.

In Alberta, compelled disclosure may arise under PIPA, the Freedom of Information and Protection of Privacy Act, R.S.A. 2000, c. F-25, or by order of the Court of King's Bench of Alberta.

7 Term & Termination

7.1 Term

This Agreement commences on the Effective Date and continues for two (2) years (the "Term"), unless earlier terminated under Section 7.2.

7.2 Termination

Either Party may terminate this Agreement at any time by providing thirty (30) days written notice to the other Party.

7.3 Survival of Obligations

The confidentiality obligations in this Agreement shall survive termination as follows:

1. General Confidential Information: Five (5) years from the date of disclosure
2. Trade Secrets (including ON Enhanced IP): Indefinitely, for as long as the information qualifies as a trade secret under applicable law

7.4 Return or Destruction

Upon termination or upon the Discloser's written request at any time, the Recipient shall, within fifteen (15) days: (a) return all tangible embodiments of Confidential Information; or (b) securely destroy all copies (including electronic copies, backups, and Derivative Information) and provide a written officer's certificate confirming such destruction. The Recipient may retain one (1) archival copy solely for compliance and legal hold purposes, provided such copy remains subject to this Agreement. The Recipient is not required to destroy copies stored on automated backup systems that are not reasonably accessible, provided such copies are destroyed upon normal rotation.

8 Remedies

8.1 Irreparable Harm

Each Party acknowledges that a breach of this Agreement may cause the Discloser irreparable harm for which monetary damages would be inadequate. Accordingly, the Discloser shall be entitled to seek injunctive or other equitable relief from the Court of King's Bench of Alberta, in addition to all other remedies available at law or in equity, without the requirement to post bond.

8.2 No Waiver

No failure or delay in exercising any right under this Agreement shall constitute a waiver of such right. No single or partial exercise of any right shall preclude further exercise of that or any other right.

8.3 Cumulative Remedies

All remedies under this Agreement are cumulative and not exclusive. The exercise of one remedy does not preclude the exercise of any other remedy.

9 General Provisions

9.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein. The Parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Alberta, sitting in Edmonton.

9.2 Dispute Resolution

Disputes shall first be submitted to good faith negotiation for 30 days. If unresolved, either Party may submit the dispute to mediation in Edmonton, Alberta. If mediation fails, either Party may pursue arbitration under the Arbitration Act, R.S.A. 2000, c. A-43, or litigation in the Court of King's Bench of Alberta. Notwithstanding the foregoing, either Party may seek injunctive relief at any time per Section 8.1.

9.3 Entire Agreement

This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and supersedes all prior discussions, representations, and agreements. This Agreement does not create any obligation to enter into a business relationship, contract, or transaction.

9.4 Amendment

This Agreement may only be amended by a written instrument signed by both Parties.

9.5 Severability

If any provision is found unenforceable, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall continue in full force.

9.6 Assignment

Neither Party may assign this Agreement without the other Party's prior written consent, except that ON may assign this Agreement in connection with a merger, acquisition, or sale of substantially all assets. Any purported assignment without consent is void.

9.7 Notices

All notices shall be in writing and delivered by personal delivery, registered mail, or email with delivery confirmation. Electronic notice is valid per the Electronic Transactions Act, S.A. 2001, c. E-5.5.

9.8 Counterparts

This Agreement may be executed in counterparts, including by electronic signature per the Electronic Transactions Act, S.A. 2001, c. E-5.5. Each counterpart is deemed an original.

9.9 No Partnership

Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the Parties.