Trust Center Non-Disclosure Agreement

This Non-Disclosure Agreement (the "Agreement") is entered on the date of electronic acceptance ("Effective Date") between the person accepting it, on behalf of the organization they name at acceptance ("Counterparty"), and BABOU AI, INC., located at 1887 Whitney Mesa Dr #424, Henderson, NV 89014 ("Babou") (together the "Parties"). Each of the Parties includes its Affiliates as defined herein.

Acceptance is recorded with the Counterparty's name, organization, work email address, IP address and the date and time of acceptance. That record is the Counterparty's signature for the purposes of this Agreement.

1. Purpose

Counterparty wishes to evaluate Babou's security, privacy and compliance posture in connection with a possible business relationship, and Babou is willing to make its security and compliance documentation available through the Babou Trust Center for that purpose. This Agreement binds the Counterparty as Recipient and prevents it from disclosing Babou's Confidential Information or from using it for purposes other than that evaluation. In consideration of Babou's disclosure of such Confidential Information and in recognition of its confidential and proprietary nature, Counterparty agrees to treat it in the manner provided by this Agreement.

2. Definitions

(a) "Affiliate (or Affiliates)" means, with respect to any Party, (a) any corporate entity for which that Party holds at least one seat on the board, (b) any partnership or joint venture where that Party is a general partner, or (c) any other entity that is controlling, controlled by or under common control with such Party. "Control" means having the right, through the ownership of voting securities or otherwise, to elect the management and otherwise direct the policies of such entity.

(b) "Confidential Information" means every document, report, policy, questionnaire response, system description and other material made available to Counterparty through the Babou Trust Center after acceptance of this Agreement, together with any information, technology, technical data, trade secrets, know-how or ideas relating to Babou's business operations, products, services, customers, security controls, infrastructure, processes or designs that is disclosed in connection with the Purpose and that is intended to be treated as confidential, as determined by its nature and content. The failure to mark information does not destroy its confidentiality where it is otherwise confidential by the terms of this Agreement. The amount and type of Confidential Information to be disclosed is within Babou's sole discretion. Confidential Information does not include information that Counterparty can demonstrate (i) was in the public domain at the time it was disclosed; (ii) was known to Counterparty at the time of disclosure; (iii) is disclosed by Counterparty with Babou's prior written approval; (iv) was independently developed by Counterparty, or becomes known to Counterparty from a source other than Babou without breach of this Agreement; (v) is disclosed by Babou to a third party without restrictions similar to those in this Agreement; or (vi) is disclosed pursuant to the order or requirement of a court, administrative agency or other governmental body, as provided in Section 3(a). Material Babou publishes on the public pages of the Trust Center is not Confidential Information.

(d) "Disclosing Party" means Babou.

(e) "Purpose" means the evaluation of Babou's security, privacy and compliance posture in connection with a possible or existing business relationship between the Parties.

3. Nondisclosure and Non-Use of Confidential Information

(a) Recipient agrees not to disclose the Confidential Information to third parties, except those employees, officers, directors, consultants, agents, contractors, counsel, independent public accountants and advisors of Recipient who are required to have the Confidential Information in order to carry out the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement. Recipient agrees to use the same degree of care that it uses to protect its own confidential information of similar importance, but in no event less than reasonable care, to prevent the unauthorized use, disclosure or dissemination of the Confidential Information. Notwithstanding this Section 3(a), Recipient may disclose Confidential Information if required pursuant to a court order or other requirement of an administrative agency or other governmental body, provided that Recipient has notified Babou promptly upon learning of the possibility of any such order and has given Babou a reasonable opportunity (and cooperated with Babou) to contest or limit the scope of such required disclosure, including application for a protective order. Recipient agrees to notify Babou in writing of any misuse or misappropriation of the Confidential Information that comes to its attention.

(b) Recipient further agrees not to (i) use the Confidential Information for any purpose other than the Purpose, (ii) derive any commercial benefit, whether direct or indirect, from the Confidential Information, and (iii) copy, publish, post or reverse engineer any Confidential Information, except that Recipient may keep a reasonable number of copies within its organization for the Purpose.

(c) Access to the Trust Center is granted to the named Counterparty individual by a personal link. Recipient agrees not to share that link with anyone, including colleagues. Colleagues who need access may request their own.

4. Return of Materials

Upon the earlier of (a) ten (10) days after receipt by Recipient of a written notice from Babou requesting the return or destruction of the Confidential Information or (b) the decision by either Party not to enter into the business relationship contemplated by this Agreement, the Confidential Information furnished to Recipient shall be promptly destroyed, including all copies. Documents of the Recipient into which Confidential Information has been incorporated shall be destroyed. On request, Recipient will confirm destruction in writing.

5. No Rights Granted

Nothing in this Agreement grants Recipient any rights under any patent, trade secret or copyright of Babou, nor any rights in or to the Confidential Information, except the limited right to review it solely for the Purpose. Neither the disclosure of Confidential Information nor discussions between the Parties will be construed as an encouragement, inducement or commitment to expend funds in anticipation of entering into a business relationship.

6. Term and Continuing Obligation

This Agreement terminates upon the signing of another agreement by the Parties covering the same subject matter, or two (2) years from the Effective Date, whichever is later. Whether or not the business relationship is consummated, and unless otherwise mutually agreed in writing, Recipient's nondisclosure and non-use obligations with respect to each item of Confidential Information shall continue for five (5) years from the date of its receipt by Recipient.

7. Relationship to Other Agreements

If the Parties have signed, or later sign, a mutual non-disclosure agreement, master services agreement or other agreement containing confidentiality terms, that agreement governs the Confidential Information to the extent of any conflict with this Agreement. This Agreement does not replace or narrow any such agreement.

8. Governing Law and Jurisdiction

This Agreement shall be governed by and construed under the laws of the State of Nevada, without regard to its conflicts of law provisions, and shall benefit and be binding upon the Parties and their respective successors and assigns. The federal and state courts located in Clark County, Nevada shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement.

9. Remedies

Recipient agrees that its obligations under this Agreement are necessary and reasonable in order to protect Babou and its business, and expressly agrees that monetary damages would be inadequate to compensate Babou for any breach of this Agreement. Accordingly, Recipient acknowledges that any such violation or threatened violation will cause irreparable injury to Babou and that, in addition to any other remedies available in law, in equity or otherwise, Babou shall be entitled to seek injunctive relief against the breach or threatened breach of this Agreement, without the necessity of proving actual damages.

10. Validity

If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such provision had never comprised a part of it. The remaining provisions shall remain in full force and effect.

11. Successors and Assigns

Neither this Agreement nor any rights or obligations of Recipient under it shall be transferable or assignable by Recipient without Babou's prior written consent, and any attempted transfer or assignment not in accordance with this Section shall be null and void.

12. Miscellaneous

Failure to enforce any provision of this Agreement shall not constitute a waiver of any term. This Agreement may be accepted electronically, and the acceptance record described above has the same effect as a signed original.

Acceptance

By selecting "I accept" in the Babou Trust Center, the person accepting confirms that they have read this Agreement, that they are authorized to bind the organization they have named, and that the organization agrees to its terms.

For Babou AI, Inc.: Nick Lane-Smith, CEO and CTO.