Mutual Non-Disclosure Agreement

GJEF SPECIALS & GJEF NEXUSAI™ MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement ("Agreement") is entered into and made effective as of the date of electronic execution ("Effective Date") by and between GJEF Specials, including its controlled affiliates ("Disclosing Party"), and the undersigned institutional entity or individual ("Recipient").

RECITALS: The Parties wish to explore potential investment, strategic partnership, or technical evaluation involving proprietary artificial intelligence systems, specifically including GJEF NexusAI™ ("Purpose"). In connection with the Purpose, Disclosing Party may disclose highly confidential technical and financial information.

1. Definition of Confidential Information

Confidential Information includes all non-public, proprietary information disclosed directly or indirectly, whether oral, visual, electronic, or machine-readable. Explicitly protected materials include:

• GJEF NexusAI™ Core Architecture: Deterministic agentic AI source architecture, system prompt pipelines, graph networks, dynamic routing logic, non-hallucinatory model verification layers, and inference engines.
• Technical & Benchmark Data: Model weights, fine-tuning datasets, benchmark evaluation metrics, API schemas, and security documentation.
• Commercial & Financial Data: Enterprise deployment pipelines, client lists, financial statements, unit economics, and valuation models.

2. Exclusions from Confidential Information

Confidential Information does not include information that Recipient can demonstrate: (a) is or becomes publicly known through no breach of Recipient; (b) was already in Recipient's lawful possession prior to disclosure; (c) is independently developed without access to or reliance upon Confidential Information; or (d) is lawfully obtained from a third party without restrictions.

3. Obligations of Non-Use & Non-Disclosure

Recipient shall hold all Confidential Information in strict confidence, applying at least the same degree of care used to protect its own sensitive technical data, but in no event less than a reasonable high-standard commercial security protocol.

Prohibited Actions: Recipient strictly agrees not to reverse engineer, decompile, disassemble, model-extract, or weights-distill GJEF NexusAI™, nor use Confidential Information to train, evaluate, or benchmark any competing artificial intelligence or large language model (LLM) architectures.

4. Virtual Data Room (VDR) Access & Forensic Watermarking

Access granted to the Virtual Data Room is strictly non-transferable and time-bound to seventy-two (72) hours from access key issuance. All viewed or downloaded documents are dynamically embedded with cryptographic, forensic watermarks containing Recipient's corporate domain, IP address, user email, and timestamp.

5. Term, Governing Law & Remedies

Obligations regarding trade secrets and GJEF NexusAI™ source architecture survive perpetually. General commercial obligations survive for three (3) years from the Effective Date. This Agreement is governed by the laws of the State of Delaware, USA. Breach grants Disclosing Party immediate rights to seek injunctive relief without posting a bond.