MUTUAL NON-DISCLOSURE AGREEMENT

1. Purpose

The Parties wish to evaluate a potential partnership, co-development, licensing, investment, pilot, or other collaboration combining (a) Bea18llc's patented insole GPS holder platform — including cavity architecture, bottom-side round holder under arch, yellow/blue insole tooling, gait-neutral design, Apple AirTag / iTag snap-in integration, adult & kids sizes, and (b) Pal's medical-grade sensor electronics, vitals monitoring, FallSense, HeatSense, AI analytics, IIoT and edge architecture — for applications including athletes with medical conditions, senior wandering safety, workforce safety, defense, and related markets ("Purpose").

2. Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by either Party, orally, visually, in writing, or electronically, including but not limited to:

• Bea18llc: holder cavity dimensions, mold specs, patent filings and prosecution history, provisional claims, tooling costs, factory quotes, pricing models, customer lists, partnership pipeline (Project Lifesaver, AFA, Alzheimer's Association, USAging, LeadingAge, AHCA, etc.), safety page strategy, traction data, business plans.
• Biplab Pal / MachineSense: sensor schematics, PCB layouts, power management, battery tech, vitals algorithms, FallSense / HeatSense detection logic, AI models, EdgeSense architecture, firmware, FDA pathway plans, customer deployments, pricing, cost structure.
• All notes, analyses, prototypes, samples, photos, drawings, and derivatives that contain or reflect Confidential Information.

3. Exclusions

Confidential Information does not include information that:

• is or becomes publicly available without breach;
• was known to Receiving Party without restriction before disclosure;
• is independently developed without use of Disclosing Party's Confidential Information;
• is disclosed with prior written consent; or
• is required to be disclosed by law or court order, provided Receiving Party gives prompt notice and limits disclosure.

4. Obligations

• Receiving Party shall use Confidential Information solely for the Purpose.
• Receiving Party shall not disclose Confidential Information to any third party without prior written consent.
• Receiving Party shall use at least reasonable care, and no less than the care it uses for its own similar information, to prevent unauthorized disclosure.
• Receiving Party shall limit internal disclosure to employees, advisors, and contractors with a need to know who are bound by confidentiality obligations at least as protective as herein.
• No reverse engineering of prototypes or samples beyond what is reasonably required for interoperability sizing, power, and thermal evaluation under this Purpose, and only after written notice.

7. Term

This Agreement commences on Effective Date and applies to disclosures for 12 months thereafter. Confidentiality obligations survive for 3 years from date of each disclosure. Trade secrets remain protected per applicable law.

8. Return / Destruction

Upon written request, or upon termination of Purpose evaluation, Receiving Party shall promptly return or destroy (and certify destruction of) Confidential Information and all copies, except one archival copy for legal compliance.

9. Independent Development & Residuals

Nothing prevents either Party from independently developing similar products without use of the other's Confidential Information. General knowledge, skills, and experience retained in unaided memory are not restricted.

10. Remedies

Unauthorized disclosure would cause irreparable harm. Disclosing Party may seek injunctive relief in addition to other remedies available at law or equity.

11. General

• Governing Law: Laws of the State of New York, without regard to conflict of law principles.
• Venue: Suffolk County, New York.
• Entire Agreement: This is the entire agreement regarding confidentiality for the Purpose.
• Amendment: Only by written instrument signed by both Parties.
• Assignment: No assignment without consent, except to successor in merger/acquisition.
• Counterparts & e-Signature: This Agreement may be executed in counterparts (including PDF/Docusign/typed signature). Email confirmation "I agree" from biplabpal2000@gmail.com and landlord.bb@gmail.com constitutes valid execution for purposes of commencing evaluation, with formal signatures to follow.
• Severability: If any provision is unenforceable, remaining provisions continue.

Signatures