Northlight Confidential Evaluation Access

Northlight Confidentiality & Evaluation Agreement NLI-NDA-EVAL-v1.0 This Agreement is between Northlight Innovations, Inc. ("Northlight") and the individual and, where applicable, organization identified in the electronic acceptance record (the "Evaluator"). 1. Purpose Northlight may disclose Confidential Information to the Evaluator solely so the Evaluator can assess a potential license, paid pilot, strategic investment, partnership, acquisition, or other commercial relationship with Northlight (the "Purpose"). No other use is permitted. 2. Confidential Information "Confidential Information" means all non-public information made available by or for Northlight, whether before or after acceptance of this Agreement and whether disclosed visually, orally, electronically, in writing, through a protected website, through TOM, through a demonstration, or in an output file or bundle. It includes, without limitation: VeriShield and VCSE technology; confidence-state and scoring behavior; VTR and capture-trust concepts; carrier, provenance, credential, signature, identifier, verification, ledger, and audit structures; output files and data embedded in or associated with those files; software, source code, interfaces, architecture, workflows, test results, demonstrations, specifications, documentation, patent-sensitive material, commercialization plans, pricing, licensing terms, customer or partner information, and other technical or business information that a reasonable person would understand to be confidential given the nature of the information or the circumstances of disclosure. 3. Exclusions Confidential Information does not include information the Evaluator can demonstrate by contemporaneous written records: (a) was lawfully known to the Evaluator without restriction before Northlight disclosed it; (b) becomes public through no breach of this Agreement; (c) is received lawfully from a third party without a duty of confidentiality; (d) is independently developed without use of or reference to Northlight Confidential Information; or (e) is released for unrestricted use by Northlight in writing. 4. Evaluator Obligations The Evaluator will: (a) use Confidential Information only for the Purpose; (b) protect it using at least reasonable care and no less care than the Evaluator uses for its own information of similar sensitivity; (c) disclose it only to employees, officers, directors, professional advisers, or contractors who have a genuine need to know for the Purpose and are bound by confidentiality obligations at least as protective as this Agreement; (d) not publish, redistribute, sell, license, transmit, or otherwise disclose Confidential Information to any other person; (e) not reverse engineer, decompile, disassemble, defeat technical controls, or derive non-public implementation details from Northlight technology except to the limited extent such a restriction is prohibited by applicable law; (f) not remove or alter Northlight confidence badges, provenance information, carriers, signatures, identifiers, or other trust data except as expressly authorized for the Purpose; (g) not use Confidential Information to develop, improve, train, validate, or benchmark a competing product or service; and (h) not upload Confidential Information, output bundles, or non-public Northlight materials to public or third-party artificial-intelligence or machine-learning services without Northlight's prior written consent. 5. Ownership; No License Northlight retains all right, title, and interest in its Confidential Information and intellectual property. Disclosure under this Agreement does not grant the Evaluator any license, ownership interest, patent right, copyright right, trademark right, or other intellectual-property right, whether by implication, estoppel, or otherwise, except the limited right to evaluate the Confidential Information for the Purpose. 6. Required Disclosure If the Evaluator is legally compelled to disclose Confidential Information, the Evaluator will, to the extent legally permitted, give Northlight prompt written notice and reasonable assistance so Northlight may seek protective treatment. The Evaluator will disclose only the portion legally required and will use reasonable efforts to preserve confidentiality. 7. Return, Destruction, and Retention On Northlight's written request, the Evaluator will promptly stop using and delete or destroy Confidential Information in its possession or control, except for one archival copy retained solely where required by law or ordinary backup systems that cannot reasonably be selectively purged. Any retained copy remains subject to this Agreement. 8. Term This Agreement applies from the electronic acceptance time shown in the acceptance record. The confidentiality and use restrictions continue for five (5) years from that acceptance time. For information that qualifies as a trade secret under applicable law, the obligations continue for so long as the information remains legally protectable as a trade secret. 9. Remedies The Evaluator acknowledges that unauthorized use or disclosure may cause harm that is difficult to measure. Northlight may seek injunctive or other equitable relief in addition to any other remedies available at law or in equity. Nothing in this section waives any requirement a court may impose for such relief. 10. No Warranty; No Obligation Confidential Information is provided for evaluation purposes and, except as Northlight may expressly agree in a later written contract, is provided "as is" without warranties. Neither party is required by this Agreement to proceed with any transaction, license, pilot, investment, partnership, or other relationship. 11. Authority The individual accepting this Agreement represents that the information entered in the acceptance form is accurate. If the individual identifies an organization and accepts on its behalf, the individual represents that the individual has authority to bind that organization to this Agreement. If the individual lacks such authority, the individual accepts this Agreement personally and must not disclose Northlight Confidential Information to the organization unless an authorized representative separately accepts this Agreement or Northlight agrees otherwise in writing. 12. Assignment The Evaluator may not assign or transfer this Agreement without Northlight's prior written consent. Northlight may assign this Agreement to an affiliate or in connection with a financing, reorganization, sale of assets, merger, acquisition, or other successor transaction involving the relevant business or intellectual property. 13. Governing Law; General This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The state and federal courts located in Delaware will have exclusive jurisdiction, and the Evaluator consents to their jurisdiction, except that Northlight may seek urgent equitable relief in any court of competent jurisdiction. If any provision is unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions will remain effective. A waiver must be in writing and applies only to the specific instance waived. This Agreement, together with its electronic acceptance record, is the entire agreement concerning the confidentiality and evaluation of the information disclosed through the protected Northlight environment, unless the parties later sign a written agreement that expressly supersedes it. 14. Electronic Acceptance and Signature Each request for a new access PIN is a new electronic acceptance event. The Evaluator must enter the required identifying information, affirmatively select "Yes - I agree," and submit the request before a PIN is issued. By doing so, the Evaluator intends that act to constitute the Evaluator's electronic signature on this Agreement. Successful entry of the one-time PIN verifies control of the email address used for that acceptance event. Northlight may retain the agreement version, agreement hash, identifying information, acceptance time, email-verification time, technical request information, and an executed electronic copy as evidence of the transaction. Access is time-limited and does not alter or reduce the Evaluator's continuing obligations under this Agreement. NORTHLIGHT PRE-EXECUTED SIGNATURE NORTHLIGHT INNOVATIONS, INC. By: /s/ Simon Scott Name: Simon Scott Title: Founder & President Northlight pre-execution date: September 9, 2026 Agreement version: NLI-NDA-EVAL-v1.0