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MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of [DATE] by and between BrightTech Innovations Inc, a [STATE] corporation, having its principal place of business at [ADDRESS] ("Party A"), and Quantum Solutions Group LLC, a [STATE] limited liability company, having its principal place of business at [ADDRESS] ("Party B") (collectively referred to as the "Parties").

1. Purpose

The Parties wish to engage in discussions concerning potential business opportunities and collaborations. In connection with these discussions, the Parties anticipate disclosing to each other certain confidential and proprietary information. The purpose of this Agreement is to protect the confidentiality of such information.

2. Definition of Confidential Information

2.1. Confidential Information

As used in this Agreement, "Confidential Information" means any non-public, confidential, or proprietary information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether in oral, written, electronic, or any other form, including but not limited to technical data, designs, trade secrets, know-how, business plans, financial data, and personnel information. Confidential Information may be furnished by the Disclosing Party, its affiliates, agents, or employees.

2.2. Exceptions

Confidential Information does not include any information that:

• Is or becomes generally known to the public without breach of this Agreement;


• Was known by the Receiving Party prior to disclosure, as evidenced by its records;


• Is independently developed by the Receiving Party without reference to the Confidential Information of the Disclosing Party, as evidenced by its records; or


• Is lawfully received by the Receiving Party from a third party who is not bound by a confidentiality obligation.

3. Obligations of the Receiving Party

With respect to the Confidential Information, the Receiving Party shall:

• Maintain the Confidential Information in strict confidence;


• Use the Confidential Information solely for the purpose of evaluating and pursuing the potential business opportunity;


• Disclose the Confidential Information only to its employees, agents, or representatives having a need to know such information for the purpose stated above and who are bound by written non-disclosure and non-use obligations at least as restrictive as those contained in this Agreement; and


• Exercise at least the same degree of care to prevent unauthorized use or disclosure of the Confidential Information as it uses with respect to its own confidential information, but in no event with less than a reasonable degree of care.

4. Disclosures Required by Law

If the Receiving Party is required by law, regulation, or court order to disclose any of the Confidential Information, the Receiving Party shall promptly notify the Disclosing Party in writing and cooperate with the Disclosing Party, at the Disclosing Party's expense, to seek a protective order or other appropriate remedy to prevent or limit such disclosure. If such protective order or other remedy is not obtained, the Receiving Party shall disclose only that portion of the Confidential Information that it is legally required to disclose and shall exercise its best efforts to obtain assurance that such information will receive confidential treatment.

5. Duration

The obligations set forth in this Agreement shall remain in effect for a period of three (3) years from the date of the last disclosure of Confidential Information hereunder, unless otherwise agreed in writing by the Parties.

6. Return or Destruction of Confidential Information

Upon termination of discussions between the Parties or written request by the Disclosing Party, whichever comes first, the Receiving Party shall, at the Disclosing Party's option, return or destroy all copies of the Confidential Information. The Receiving Party shall, upon the Disclosing Party's request, certify in writing that it has complied with this Section.

7. No License

The disclosure of Confidential Information hereunder does not grant any license, express or implied, in or to the Confidential Information, or any ownership rights, intellectual property rights, or any other rights in such information.

8. Injunctive Relief

The Receiving Party acknowledges that any unauthorized use or disclosure of the Confidential Information may cause irreparable harm to the Disclosing Party for which there may be no adequate remedy at law. In the event of an actual or threatened breach of the provisions of this Agreement by the Receiving Party, the Disclosing Party shall be entitled, in addition to any other remedies it may have, to seek injunctive relief to prevent or restrain such breach.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of [GOVERNING STATE], without regard to its conflicts of law principles. The Parties hereby submit to the exclusive jurisdiction of the state and federal courts located in [GOVERNING STATE] for resolution of any disputes arising out of or in connection with this Agreement.

10. Amendment

This Agreement may not be amended or modified except by a writing signed by both Parties.

11. Entire Agreement

This Agreement sets forth the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, and discussions between the Parties relating thereto. There are no representations, warranties, covenants, or obligations except as set forth herein.

12. Waiver

The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or the right to enforce it at a later time.

13. Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties have executed this Mutual Non-Disclosure Agreement as of the date first written above.

_________________________ _________________________

BrightTech Innovations Inc Quantum Solutions Group LLC

By: _____________________ By: _______________________

Name: ___________________ Name: _____________________

Title: __________________ Title: ____________________