Confidential Access Request

NON-DISCLOSURE AGREEMENT

Zenquip Technologies Private Limited — Confidential Information Agreement

This Non-Disclosure Agreement ("Agreement") is entered into as of the date of electronic acceptance below (the "Effective Date") by and between:

Disclosing Party: Zenquip Technologies Private Limited, a company incorporated under the laws of India, with its principal place of business in Jaipur, Rajasthan, India ("Zenquip"); and

Receiving Party: The individual or entity identified in the signature block below ("Recipient").

Zenquip and Recipient are each referred to herein individually as a "Party" and collectively as the "Parties."

1. Purpose

The Parties wish to explore a potential business, investment, clinical, or research relationship (the "Purpose"). In connection with the Purpose, Zenquip may disclose certain Confidential Information (as defined below) to Recipient. This Agreement governs the use, protection, and non-disclosure of all such information.

2. Definition of Confidential Information

"Confidential Information" means any and all information or data that has or could have commercial value or other utility in the business in which Zenquip is engaged, disclosed by Zenquip to Recipient in any form, including but not limited to:

• Proprietary AI architectures, model weights, prompt systems, agentic pipeline designs, and LLM integration methodologies including but not limited to the Zennie AI companion system;
• Clinical protocols, therapeutic arc systems, exercise libraries, diagnostic frameworks, and safety architectures developed by or for Zenquip;
• Business models, financial projections, investor materials, pitch decks, white papers, term sheets, cap tables, and fundraising strategy;
• Product roadmaps, feature specifications, technical documentation, and unreleased product designs;
• Patient engagement methodologies, prescription writing workflows, and provider-patient platform architecture;
• MCP tool ecosystems, RAG knowledge base structures, vector store design, and clinical dataset compositions;
• Partnerships, customer lists, market analyses, competitive intelligence, and go-to-market strategies;
• Source code, algorithms, software architecture, database schemas, and API designs;
• Any information marked "Confidential," "Proprietary," or "For NDA Recipients Only," whether in written, oral, visual, electronic, or any other form.

3. Obligations of Recipient

Recipient agrees to:

1. Hold in Strict Confidence. Keep all Confidential Information in strict confidence and not disclose, publish, copy, transmit, distribute, or make available any Confidential Information to any third party without the prior written consent of Zenquip;
2. Limit Use. Use the Confidential Information solely for the Purpose and for no other purpose whatsoever, including without limitation any competitive purpose;
3. Need-to-Know Basis. Limit access to Confidential Information to those of Recipient's employees, agents, or advisors who have a strict need to know for the Purpose and who are bound by confidentiality obligations no less protective than this Agreement;
4. Protect with Care. Protect the Confidential Information using at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care;
5. Notify of Breach. Promptly notify Zenquip in writing upon discovery of any unauthorized use or disclosure of Confidential Information and cooperate fully to remedy such breach;
6. No Reproduction. Not reproduce, duplicate, or create derivative works from any Confidential Information without prior written consent of Zenquip.

4. Prohibited Activities

Recipient expressly agrees NOT to:

1. Reverse engineer, disassemble, decompile, or attempt to derive the source code, underlying ideas, algorithms, or structure of any Confidential Information;
2. Use Confidential Information to build, fund, advise, or assist any product, platform, or service that competes with Zenquip's business, directly or indirectly;
3. File any patent, trademark, or other intellectual property application based on or derived from the Confidential Information;
4. Disclose the existence of this Agreement or the fact that discussions are occurring between the Parties without prior written consent from Zenquip;
5. Screenshot, screen record, photograph, download, or otherwise extract Confidential Information from the Zenquip Confidential Portal beyond what is reasonably necessary for the Purpose.

5. Exceptions

The obligations of this Agreement shall not apply to information that Recipient can demonstrate by written records:

1. Was already known to Recipient prior to disclosure, without restriction;
2. Is or becomes publicly available through no fault or act of Recipient;
3. Is independently developed by Recipient without use of or reference to the Confidential Information;
4. Is rightfully received from a third party without restriction on disclosure;
5. Is required to be disclosed by law, court order, or governmental authority, provided that Recipient gives Zenquip prompt advance written notice and cooperates with Zenquip in seeking a protective order.

6. Intellectual Property

Nothing in this Agreement grants Recipient any right, title, license, or interest in or to any Confidential Information, or any intellectual property rights of Zenquip. All Confidential Information remains the exclusive property of Zenquip. No license is granted by implication, estoppel, or otherwise.

7. Term and Survival

This Agreement shall remain in effect for a period of five (5) years from the Effective Date. The obligations of confidentiality with respect to trade secrets shall survive indefinitely. Recipient's obligations survive any termination of discussions between the Parties.

8. Return or Destruction of Information

Upon Zenquip's written request, or upon termination of discussions between the Parties, Recipient shall promptly return or certifiably destroy all Confidential Information, including all copies, extracts, and summaries thereof, in any format or medium, and confirm such destruction in writing within seven (7) days.

9. Remedies

10. No Warranty

Zenquip makes no representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. Zenquip shall not be liable for Recipient's use of the Confidential Information.

11. No Obligation

This Agreement does not obligate either Party to enter into any further agreement or business relationship, disclose any particular Confidential Information, or continue any discussions.

12. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of India. The Parties irrevocably submit to the exclusive jurisdiction of the courts located in Jaipur, Rajasthan, India for resolution of any dispute arising out of or related to this Agreement.

13. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions and agreements. This Agreement may not be amended except in a written instrument signed by authorized representatives of both Parties.

14. Electronic Signature

The Parties agree that electronic signatures, including typed names submitted through this form, shall be deemed original signatures and shall be legally binding to the same extent as handwritten signatures under applicable law, including the Information Technology Act, 2000 (India).

By completing and submitting the form below, Recipient confirms that they have read this Agreement in its entirety, understand its terms, and agree to be legally bound by it.