MUTUAL NON-DISCLOSURE AGREEMENT

Between OTCM Protocol, Inc. and _________________________


Document Type:	Mutual Non-Disclosure Agreement
Effective Date:	______________, 2026
Prepared By:	OTCM Protocol, Inc.
Classification:	CONFIDENTIAL

1. PARTIES

This Mutual Non-Disclosure Agreement ("Agreement") is entered into on August 1, 2025 ("Effective Date") between:

OTCM Protocol, Inc. A Florida Corporation 12 Daniel East Rd Fairfield, NY 07004 Email: admin@otcm.io ("OTCM")

AND

__________________________________ ("Counterparty")

Each party may be referred to individually as a "Party" and collectively as the "Parties."

2. PURPOSE

The Parties wish to explore potential business opportunities, partnerships, collaborations, or other commercial relationships (the "Purpose") relating to:

[ ] Technology Partnership - Blockchain and meme token technology integration
[ ] Investment Opportunity - Potential investment in OTCM Protocol, Inc. platform
[ ] Strategic Alliance - Business development and market expansion
[ ] Service Provider Agreement - Professional services or platform integration
[ ] Joint Venture - Collaborative business development
[ ] Employment/Consulting - Potential employment or consulting engagement
[ ] Other: ________________________________

In connection with the Purpose, each Party may disclose certain confidential and proprietary information to the other Party. This Agreement sets forth the terms and conditions governing such disclosure and use of confidential information.

3. DEFINITION OF CONFIDENTIAL INFORMATION

3.1 General Definition

"Confidential Information" means any and all non-public, proprietary, or confidential information, knowledge, data, or know-how disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally, in writing, electronically, visually, or in any other form, including but not limited to:

3.2 Technical Information

Blockchain Technology: Smart contract code, Layer 2 architecture, oracle systems, and blockchain integration methodologies
Platform Technology: Software source code, algorithms, APIs, system architecture, and technical specifications
Cryptographic Methods: Private keys, security protocols, encryption methods, and authentication systems
Database Information: User data structures, analytics algorithms, and data processing methodologies

3.3 Business Information

Financial Data: Financial statements, revenue models, pricing strategies, cost structures, and investment information
Business Plans: Strategic plans, market analysis, business models, growth projections, and expansion strategies
Customer Information: User data, customer lists, trading patterns, demographic information, and customer acquisition strategies
Marketing Intelligence: Marketing strategies, promotional plans, partnership agreements, and competitive analysis

3.4 Proprietary Information

Intellectual Property: Trade secrets, know-how, inventions, discoveries, patents, patent applications, and proprietary processes
Meme Token Economics: Token distribution models, bonding curve algorithms, liquidity pool strategies, and economic incentive structures
Platform Operations: Operational procedures, compliance protocols, risk management systems, and internal controls
Legal and Regulatory: Legal strategies, regulatory compliance methods, licensing agreements, and regulatory correspondence

3.5 Additional Categories

Personnel Information: Employee information, organizational structure, compensation data, and hiring strategies
Third-Party Information: Information received from third parties under confidentiality obligations
Future Plans: Product roadmaps, feature development plans, technology evolution strategies, and market entry plans
Analysis and Insights: Reports, analyses, evaluations, and insights derived from Confidential Information

3.6 Form of Information

Confidential Information includes information disclosed:

Orally in meetings, presentations, or conversations
In Writing through documents, emails, or written communications
Electronically via digital files, databases, or electronic media
Visually through demonstrations, prototypes, or visual presentations
Any Other Form of communication or disclosure

4. MARKING AND IDENTIFICATION

4.1 Written Information

Written Confidential Information should be clearly marked with one of the following designations:

"CONFIDENTIAL"
"PROPRIETARY"
"OTC MEME CONFIDENTIAL"
"TRADE SECRET"
Any other similar marking indicating confidential nature

4.2 Oral Information

Information disclosed orally or visually shall be considered Confidential Information if:

The Disclosing Party identifies it as confidential at the time of disclosure, OR
The circumstances surrounding the disclosure would reasonably indicate its confidential nature, OR
The Disclosing Party confirms in writing within thirty (30) days that such information is confidential

4.3 Unmarked Information

Failure to mark information as confidential shall not automatically exclude it from protection under this Agreement if the information would otherwise qualify as Confidential Information under the definitions herein.

5. OBLIGATIONS OF RECEIVING PARTY

5.1 Non-Disclosure Obligations

The Receiving Party agrees to:

Maintain Strict Confidentiality: Keep all Confidential Information in strict confidence and not disclose it to any third party without prior written consent
Use Reasonable Care: Exercise at least the same degree of care in protecting Confidential Information as it uses for its own confidential information, but in no event less than reasonable care
Limit Access: Restrict access to Confidential Information to employees, agents, advisors, and representatives who have a legitimate need to know for the Purpose
Bind Recipients: Ensure that all persons with access to Confidential Information are bound by confidentiality obligations at least as restrictive as those contained herein

5.2 Use Restrictions

The Receiving Party shall:

Use Only for Purpose: Use Confidential Information solely for the Purpose and not for any other purpose
No Reverse Engineering: Not reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or underlying ideas from any Confidential Information
No Competitive Use: Not use Confidential Information to compete with the Disclosing Party or to develop competing products or services
No Unauthorized Copying: Not copy, reproduce, or create derivative works from Confidential Information except as necessary for the Purpose

5.3 Security Measures

The Receiving Party shall implement appropriate security measures including:

Physical Security: Secure storage of physical documents and materials
Digital Security: Password protection, encryption, and secure networks for electronic information
Access Controls: Proper access controls and user authentication systems
Monitoring: Regular monitoring and auditing of access to Confidential Information

6. EXCEPTIONS TO CONFIDENTIALITY

The obligations set forth in Section 5 shall not apply to information that:

6.1 Public Information

Is or becomes publicly available through no breach of this Agreement by the Receiving Party.

6.2 Independent Development

Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by written records.

6.3 Third-Party Disclosure

Is rightfully received by the Receiving Party from a third party without breach of any confidentiality obligation.

6.4 Prior Knowledge

Was known to the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by written records.

6.5 Legal Requirements

Is required to be disclosed by law, regulation, court order, or government agency, provided that:

The Receiving Party gives prompt written notice to the Disclosing Party of such requirement
The Receiving Party cooperates with the Disclosing Party in seeking a protective order or other remedy
The disclosure is limited to only that information required to be disclosed

7. PERMITTED DISCLOSURES

7.1 Internal Team Members

The Receiving Party may disclose Confidential Information to:

Employees who have a need to know for the Purpose and are bound by employment agreements containing confidentiality provisions
Legal Counsel bound by attorney-client privilege and professional confidentiality obligations
Financial Advisors bound by professional confidentiality obligations and who have signed confidentiality agreements
Consultants and Contractors who have signed confidentiality agreements consistent with this Agreement

7.2 Due Diligence Activities

In connection with potential investment or acquisition transactions, Confidential Information may be disclosed to:

Potential Investors who have signed confidentiality agreements
Investment Banks bound by professional confidentiality obligations
Accounting Firms conducting due diligence under confidentiality agreements
Other Professional Advisors bound by appropriate confidentiality obligations

8. TERM AND TERMINATION

8.1 Term

This Agreement shall commence on the Effective Date and shall remain in effect for a period of five (5) years, unless terminated earlier in accordance with this Section.

8.2 Termination

Either Party may terminate this Agreement at any time by providing thirty (30) days written notice to the other Party.

8.3 Survival of Obligations

Upon termination of this Agreement:

All confidentiality obligations shall survive for a period of seven (7) years from the date of termination
The obligation to return or destroy Confidential Information shall survive indefinitely
All other provisions necessary to give effect to the confidentiality obligations shall survive

9. RETURN OR DESTRUCTION OF INFORMATION

9.1 Upon Termination

Upon termination of this Agreement or upon written request by the Disclosing Party, the Receiving Party shall, at the Disclosing Party's option:

Return all documents, materials, and other tangible manifestations of Confidential Information, OR
Destroy all such materials and provide written certification of such destruction

9.2 Electronic Information

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

Delete all electronic files containing Confidential Information from all computer systems and storage devices
Overwrite storage media to prevent recovery of deleted information
Destroy any backup copies that cannot be easily deleted
Provide Certification of complete deletion and destruction

9.3 Exceptions to Return/Destruction

The Receiving Party may retain:

Legal Compliance Copies required to be retained by law or regulation
Attorney Work Product prepared by legal counsel
Archived Copies that exist solely in secure backup systems and cannot be easily retrieved

Such retained copies shall remain subject to the confidentiality obligations of this Agreement.

10. INTELLECTUAL PROPERTY

10.1 No License Granted

Nothing in this Agreement grants any license, right, or interest in any patent, copyright, trademark, trade secret, or other intellectual property right of either Party.

10.2 Ownership

All Confidential Information remains the exclusive property of the Disclosing Party. No title or ownership rights are transferred to the Receiving Party.

10.3 Improvements and Derivatives

Any improvements, modifications, or derivative works created by the Receiving Party based on Confidential Information shall be deemed Confidential Information of the Disclosing Party.

11. REMEDIES AND ENFORCEMENT

11.1 Irreparable Harm

The Receiving Party acknowledges that disclosure of Confidential Information would cause irreparable harm to the Disclosing Party that cannot be adequately compensated by monetary damages.

11.2 Equitable Relief

In the event of breach or threatened breach of this Agreement, the Disclosing Party shall be entitled to:

Immediate Injunctive Relief without the necessity of proving actual damages
Specific Performance of the terms of this Agreement
Other Equitable Relief as deemed appropriate by a court of competent jurisdiction

11.3 Additional Remedies

The equitable remedies set forth above are in addition to, and not in lieu of, any other remedies available at law or in equity, including monetary damages.

11.4 Attorney's Fees

In any action to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney's fees and costs.

12. GENERAL PROVISIONS

12.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of laws principles.

12.2 Jurisdiction and Venue

Any legal action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida. Each Party consents to the personal jurisdiction of such courts.

12.3 Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

12.4 Amendments

This Agreement may be amended or modified only by a written instrument signed by both Parties.

12.5 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired.

12.6 Waiver

No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach. Any waiver must be in writing and signed by the waiving Party.

12.7 Assignment

Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

12.8 Notices

All notices required or permitted under this Agreement shall be in writing and deemed given when:

Delivered personally to the recipient
Sent by certified mail, return receipt requested, to the following addresses:

To OTCM Protocol, Inc.: 240 Vaughn Dr Ste 8 Alpharetta, GA 30009 Email: legal@otc.meme

To _______________________: [ADDRESS TO BE PROVIDED] Email: [EMAIL TO BE PROVIDED]

Sent by email to the email addresses set forth above with confirmation of receipt

12.9 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding.

12.10 Force Majeure

Neither Party shall be liable for any delay or failure to perform due to circumstances beyond its reasonable control, including acts of God, war, terrorism, pandemic, government action, or natural disasters.

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13. SIGNATURES

By signing below, the Parties acknowledge that they have read, understood, and agree to be bound by the terms and conditions of this Agreement.

OTCM PROTOCOL, INC.


Signature:	`_________________________`
Name:	`____________________________`
Title:	`____________________________`
Date:	`____________________________`

COUNTERPARTY


Signature:	`_________________________`
Name:	`____________________________`
Title:	`____________________________`
Date:	`_____________________________`

WITNESS (if required by state law)


Signature:	`_________________________`
Name:	`_____________________________`
Date:	`_____________________________`

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SCHEDULE A: SPECIFIC CONFIDENTIAL INFORMATION CATEGORIES

[To be completed based on specific disclosure requirements]

Technical Information Categories

[ ] Blockchain smart contract code and architecture
[ ] Meme token creation and management algorithms
[ ] Bonding curve mathematical models
[ ] Oracle system design and implementation
[ ] Layer 2 scaling solution architecture
[ ] Security protocols and cryptographic methods

Business Information Categories

[ ] Financial projections and business models
[ ] Customer acquisition strategies and user data
[ ] Partnership agreements and terms
[ ] Regulatory compliance procedures
[ ] Competitive analysis and market intelligence
[ ] Investment terms and funding strategies

Other Specific Categories

[ ] _________________________________
[ ] _________________________________
[ ] _________________________________

CONFIDENTIAL - This document contains proprietary and confidential information of OTCM Protocol, Inc. Unauthorized distribution is strictly prohibited.