Non-Disclosure Agreement

This Non-Disclosure Agreement ("Agreement") is entered into between Mickey AI, LLC, a Texas limited liability company ("Company"), and the individual or entity accessing this platform ("Recipient").

1. Definition of Confidential Information

"Confidential Information" includes, but is not limited to, all intellectual property, technical data, algorithms, prompts, software code, product design, business methods, strategies, and any other information disclosed by the Company to the Recipient, whether orally, in writing, or by observation.

This includes Mickey AI's proprietary AI models, training methodologies, prompt engineering techniques, system architecture, integration specifications, and all related documentation.

2. Obligations of Recipient

The Recipient agrees to:

• Maintain all Confidential Information in strict confidence
• Use Confidential Information solely for evaluation purposes related to Mickey AI services
• Limit disclosure to employees, contractors, and advisors with a legitimate need to know
• Protect Confidential Information with the same degree of care used for its own confidential information
• Return or destroy all Confidential Information upon request or termination of access

3. Exclusions

This Agreement does not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully possessed prior to disclosure; (c) is rightfully received from a third party without confidentiality obligations; or (d) is independently developed without use of Confidential Information.

4. Duration

The obligations under this Agreement commence on the date of acceptance and continue for five (5) years, or for so long as the information qualifies as a trade secret under applicable law, whichever is longer.

5. No License

Disclosure of Confidential Information does not grant any license, right, or interest in Mickey AI's intellectual property, products, or services.

6. Data Privacy

Recipient acknowledges that Mickey AI processes Recipient's data in compliance with applicable data protection laws and our Privacy Policy. By accessing the platform, Recipient consents to:

• Collection of usage data for service improvement and security
• Storage of data on SOC 2 compliant infrastructure
• No use of Recipient's data to train external AI models
• No sharing of Recipient's data with third parties without consent

7. Restriction on Use

Recipient shall not: (a) reverse engineer, disassemble, or attempt to derive the source code of Mickey AI's software; (b) use Mickey AI's services to develop competing products or services; (c) copy, reproduce, or distribute Mickey AI's confidential materials; (d) remove or obscure any proprietary notices.

8. No Obligation to Disclose

Nothing in this Agreement obligates Company to disclose any Confidential Information or to proceed with any business relationship.

9. Return or Destruction

Upon request or termination of access, Recipient shall promptly return or destroy all Confidential Information and certify such destruction in writing.

10. No Warranty

CONFIDENTIAL INFORMATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

11. Governing Law

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

Any legal action or proceeding related to this Agreement shall be brought exclusively in the state or federal courts located in Texas, and both parties consent to the jurisdiction and venue of such courts.

12. Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning the protection of Confidential Information and supersedes all prior negotiations, understandings, and agreements, whether written or oral.

13. Amendment

This Agreement may only be amended in writing with the express consent of an authorized representative of the Company.

14. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15. Acknowledgment

By accessing the Mickey AI platform, the Recipient acknowledges that they have read this Agreement, understand its terms, and agree to be bound by its provisions in perpetuity.