MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (“Agreement”) is entered into as of the date of the digital signature is submitted, (“Effective Date”), by and between LearningTeam.ai, Inc. (“Company”) and the person on the digital signature (“Recipient”). The Company and Recipient are each a “Party” and together the “Parties.”

1. Purpose

The Parties wish to evaluate a potential investment, financing, merger, acquisition, strategic partnership, or related transaction (the “Purpose”). In connection therewith, either Party may disclose Confidential Information to the other.

2. Confidential Information

“Confidential Information” means all non-public business, financial, technical, or proprietary information disclosed by a Party, whether oral, written, or electronic, including but not limited to financial data, projections, capitalization, customers, pricing, technology, software, intellectual property, and transaction-related materials.

Confidential Information does not include information that (a) is publicly available without breach, (b) was lawfully known prior to disclosure, (c) is received from a third party without restriction, or (d) is independently developed without use of such information.

3. Obligations

Each Party agrees to:
(i) use Confidential Information solely for the Purpose;
(ii) restrict disclosure to its representatives who have a need to know and are bound by confidentiality obligations; and
(iii) protect such information using reasonable care.

4. No Obligation

This Agreement does not obligate either Party to proceed with any transaction, nor does it grant any license or rights in intellectual property.

5. Term

This Agreement shall remain in effect for two (2) years from the Effective Date. Confidentiality obligations shall survive for three (3) years from disclosure.

6. Governing Law

This Agreement shall be governed by the laws of the State of Ohio.

LearningTeam.ai, Inc.
By: Tony Reynolds
Name: Tony Reynolds
Title: Founder

Recipient: SIGN BELOW

FULL NAME

EMAIL ADDRESS

BOX INDICATING YOUR SIGNATURE