Kin Beta Program

Nondisclosure Agreement

New Standard Technology, Inc. — Effective upon electronic acceptance.

This Nondisclosure Agreement (this "Agreement") is between New Standard Technology, Inc., a Delaware corporation (the "Company"), and you ("Counterparty"). By clicking "I Agree" or otherwise accepting these terms, you agree to be bound by this Agreement as of the date of your electronic acceptance. If you do not agree, do not proceed.

In connection with the Relationship (as defined below), the Company has disclosed and/or may further disclose its Confidential Information (as defined below) to Counterparty.

Recitals

The parties wish for Counterparty to participate as a tester in the private beta testing program (the "Beta Program") for Kin, the Company's personal AI product, and any related products or services the Company may make available during the Beta Program (the "Relationship"). In connection with the Relationship, the Company has disclosed and/or may further disclose its Confidential Information (as defined below) to Counterparty, including without limitation pre-release and unreleased software, product roadmaps, and unreleased features. This Agreement is intended to allow the parties to continue the Relationship while protecting the Company's Confidential Information (including Confidential Information previously disclosed to Counterparty) against unauthorized use or disclosure.

Agreement

In consideration of the premises and mutual covenants herein, the parties hereby agree as follows:

1. Definition of Confidential Information

"Confidential Information" means information and physical material disclosed by the Company that is not generally known or available outside the Company, and information and physical material entrusted to the Company in confidence by third parties. Confidential Information includes, without limitation: technical data, trade secrets, know-how, research, product or service ideas or plans, pre-release and unreleased software, source code and designs, algorithms, developments, inventions, patent applications, processes, formulas, techniques, engineering designs and drawings, hardware configuration information, agreements with third parties, lists of, or information relating to, employees and consultants of the Company (including, but not limited to, the names, contact information, jobs, compensation, and expertise of such employees and consultants), lists of, or information relating to, suppliers and customers, price lists, pricing methodologies, cost data, market share data, marketing plans, licenses, contract information, business plans, financial forecasts, historical financial data, budgets or other business information disclosed by the Company (whether by oral, written, graphic, or machine-readable format), which Confidential Information is designated in writing to be confidential or proprietary, or if given orally, is confirmed in writing as having been disclosed as confidential or proprietary within a reasonable time (not to exceed thirty (30) days) after the oral disclosure, or which information would, under the circumstances, appear to a reasonable person to be confidential or proprietary.

2. Nondisclosure of Confidential Information

Counterparty shall not use any Confidential Information disclosed to it by the Company for any purpose other than to carry out the Relationship. Counterparty shall not disclose or permit disclosure of any Confidential Information of the Company to any third party, other than members of Counterparty's own household who use the Beta Software under Counterparty's account and who are subject to confidentiality obligations at least as protective as those set forth in this Agreement. Counterparty shall take reasonable measures to protect the secrecy of and avoid disclosure or use of the Company's Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those authorized under this Agreement to have any such information. Such measures shall include at least the degree of care Counterparty uses to protect its own confidential information of a similar nature. Counterparty shall notify the Company of any misuse, misappropriation, or unauthorized disclosure of the Company's Confidential Information which may come to Counterparty's attention.

3. Exceptions

Notwithstanding the above, information disclosed hereunder shall not be considered "Confidential Information" as defined herein where Counterparty can prove that such information: (a) was in the public domain at the time it was disclosed or has entered the public domain through no fault of Counterparty; (b) was known to Counterparty, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (c) was independently developed by Counterparty without any use of the Confidential Information, as demonstrated by files created at the time of such independent development; (d) is disclosed generally to third parties by the Company without restrictions similar to those contained in this Agreement; (e) becomes known to Counterparty, without restriction, from a source other than the Company without breach of this Agreement by Counterparty and otherwise not in violation of the Company's rights; (f) is disclosed with the prior written approval of the Company; or (g) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that Counterparty shall provide prompt notice of such court order or requirement to the Company to enable the Company to seek a protective order or otherwise prevent or restrict such disclosure.

4. Return or Destruction of Materials

Counterparty shall not make copies or duplicates of any Confidential Information except as reasonably necessary to use the Beta Software as intended. Any materials or documents furnished by the Company in connection with the Relationship, including any copies of pre-release or beta software, shall be promptly returned, or, at the Company's election, deleted and certified as deleted by Counterparty, within ten (10) days after (a) the Relationship has been rejected or concluded, (b) the Beta Program ends, or (c) the Company's written request.

5. No Rights Granted

Nothing in this Agreement shall be construed as granting Counterparty any rights under any patent, copyright, or other intellectual property right of the Company, other than the limited right to review Confidential Information solely for the purpose of the Relationship. Nothing in this Agreement requires the disclosure of any Confidential Information, which shall be disclosed, if at all, solely at the Company's option. Nothing in this Agreement requires the Company to proceed with the Relationship or any transaction in connection with which Confidential Information may be disclosed.

6. No Representations Made

Counterparty acknowledges that neither the Company, nor any of its representatives, in the course of providing Confidential Information as contemplated hereunder, is making any representation or warranty (express or implied) as to the accuracy or completeness of any such information, and Counterparty assumes full responsibility for all conclusions derived from such information.

7. No Reverse Engineering

Counterparty shall not modify, reverse engineer, decompile, create other works from, or disassemble any software programs contained in the Confidential Information unless permitted in writing by the Company.

8. No Publicity

Counterparty shall not, without the Company's prior consent, disclose to any other person that Confidential Information has been and/or may be disclosed under this Agreement, that Counterparty is participating in the Beta Program, or any of the terms, conditions, status, or other facts with respect thereto, except as required by law and then only with prior notice as soon as possible to the Company. The Company will not publicly identify Counterparty as a beta participant, or use Counterparty's name, likeness, or feedback in marketing materials, without Counterparty's prior consent.

9. Notice of Compelled Disclosure

In the event that Counterparty or any person to whom they or their representatives transmit or have transmitted Confidential Information become legally compelled (by oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands, or otherwise) to disclose any such Confidential Information, Counterparty shall provide the Company with prompt written notice so that the Company may seek a protective order or other appropriate remedy, or both, or waive compliance with the provisions of this Agreement. In the event that the Company is unable to obtain a protective order or other appropriate remedy, or if it so directs Counterparty, Counterparty shall furnish only that portion of the Confidential Information that Counterparty is advised by written opinion of its counsel is legally required to be furnished and shall exercise its reasonable best efforts to obtain reliable assurance that confidential treatment shall be accorded such Confidential Information.

10. Term

The foregoing commitments shall survive any termination of the Relationship, and shall continue for a period terminating five (5) years from the date on which Confidential Information is last disclosed under this Agreement.

11. Independent Contractors

The parties are independent contractors, and nothing contained in this Agreement shall be construed to constitute the parties as partners, joint venturers, co-owners, or otherwise as participants in a joint or common undertaking.

12. Remedies

Counterparty's obligations set forth in this Agreement are necessary and reasonable in order to protect the Company and its business. Due to the unique nature of the Company's Confidential Information, monetary damages may be inadequate to compensate the Company for any breach by Counterparty of its covenants and agreements set forth in this Agreement. Accordingly, the parties agree and acknowledge that any such violation or threatened violation may cause irreparable injury to the Company and, in addition to any other remedies that may be available, in law, in equity, or otherwise, the Company shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by Counterparty.

13. Miscellaneous

(a) Governing Law; Jurisdiction. This Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto, shall be governed, construed, and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. Each of the parties hereto consents to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware.

(b) Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings, and agreements, whether oral or written, between them relating to the subject matter hereof.

(c) Amendments and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.

(d) Successors and Assigns. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators, and legal representatives. The Company may assign any of its rights and obligations under this Agreement. Counterparty may not assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the Company.

(e) Notices. Any notice, demand, or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at the address on file for that party.

(f) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded, and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

(g) Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.

(h) Counterparts; Electronic Acceptance. This Agreement is entered into and becomes effective upon Counterparty's electronic acceptance, which shall have the same force and effect as a handwritten signature.