NON-DISCLOSURE AGREEMENT

This non-disclosure agreement (“Agreement”) is entered into and effective as of xxxxxx by and between: 1. Tangle DAO LLC, a company under the laws of Marshall Islands, with registered office in xxxxxxx and 1. xxxxxx, xxxxxx (the "Prospective Grantee"); Each is referred to herein as a “Party” and collectively as “Parties”. WHEREAS TANGLE DAO LLC is a non-profit entity that provides grants (donations) to projects and start-ups in the crypto and web 3.0 space. WHEREAS the Prospective Grantee is a start-up and is developing a new project and initiative. WHEREAS the Prospective Grantee wishes to ensure that the information it provides to TANGLE DAO LLC for the evaluation of the grant to be given, or that is generated in the course of the Parties’ relationship, will be treated as confidential and will not be disclosed to any third party or otherwise used for any purposes other than the provision of the grant to the Prospective Grantee, and TANGLE DAO LLC is willing to agree to such restrictions. WHEREAS the signing of this agreement by TANGLE DAO LLC does not mean and/or imply, nor should be construed, under any circumstance as an indication of the acceptance by TANGLE DAO LLC of the Prospective Grantee proposal and/or the fact that TANGLE DAO LLC has decided to give a grant to Prospective Grantee. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: ### 1. Confidential Information defined. **1.1** As used in this Agreement, the term “Confidential Information” means all non-public information and data of Prospective Grantee which is of commercial value and fixed or stored in any written, oral, printed, graphic, electronic, magnetic, optical or other medium, that concerns Prospective Grantee's projects, idea, initiative, business, or any other inventions business prospects, ideas, research, development, know-how, prototypes, devices, formulas, compositions, manufacturing processes, production processes, techniques, technical data, designs, drawings, specifications, unannounced or abandoned product(s) and service(s), marketing plans, marketing information, competitive intelligence, customers (whether past, present or future), vendors, the specifics of any contractual relationship with third parties, forecasts, projections, financial data, pricing, suppliers, or employees. Without limiting this list, Confidential Information includes any information furnished to TANGLE DAO LLC from the Prospective Grantee for the purpose of enabling TANGLE DAO LLC to evaluate the request of the grant by the Prospective Grantee. **1.2** Confidential Information does not include information which: 1. Thas become publicly known; 1. Was obtained by TANGLE DAO LLC from a third party; 1. Was independently developed without any use or reference to Confidential Information and through no violation of an obligation of non-disclosure of any person or entity by TANGLE DAO LLC or any other party or third subject; 1. Was legally in the possession of TANGLE DAO LLC prior to the Effective Date; 1. Has been approved for disclosure in writing for by Prospective Grantee; or 2. Following the Effective Date, was intentionally furnished by Prospective Grantee to a third party without any restrictions on disclosure. ### 2. Obligations with respect to Confidential Information **2.1** Non-disclosure. TANGLE DAO LLC shall not engage in or permit any disclosure or use of Confidential Information to or by any person or entity except as specifically permitted under this Agreement. TANGLE DAO LLC may examine the Confidential Information under this Agreement and, in so doing, shall limit access to the Confidential Information solely to the Grant Committee members as well as to those persons or entities to whom such disclosure is necessary to perform the evaluation or examination of such Confidential Information, and who are subject to an agreement which binds such party to the provisions of this Agreement. Under no circumstances shall TANGLE DAO LLC permit any disclosure, access, copying, review, or examination of such Confidential Information by any person or entity not identified in the preceding sentence. **2.2** Examination Only. Disclosure of Confidential Information hereunder is solely for the purpose of examination of the project in relation to possibility of giving a grant and no license or other rights with respect to the Confidential Information is hereby granted or intended. Under no circumstances shall TANGLE DAO LLC undertake or assist in efforts to modify such Confidential Information or to develop or improve the technology or know-how of any party based upon such Confidential Information. All Confidential Information is provided AS IS, with no warranty of merchantability, fitness or title, and no representation of functionality or value. **2.3** Return of Confidential Information. Upon written request, TANGLE DAO LLC shall return all of Company's Confidential Information, fixed or stored in any written, oral, graphic, electronic, magnetic, optical or other medium, and all copies thereof, whether authorized or unauthorized. ### 3. Ownership of Confidential Information. **3.1** Prospective Grantee retains all right, title and interest in all Confidential Information disclosed under this Agreement and all improvements and modifications made thereto. ### 4. General Provisions. **4.1** Governing Law, Mediation and Arbitration. This Agreement shall be governed by the laws of the Marshall Islands, without regard to conflict of laws principles. Disputes related to this Agreement shall be first submitted to mediation. The terms and procedure for mediation shall be arranged by the parties to the dispute. If good-faith mediation of a dispute proves impossible or if an agreed-upon mediation outcome cannot be obtained, all disputes arising out of or in connection with the present Agreement shall be only finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. No award or procedural order made in the arbitration shall be published. The arbitrator or the arbitrators shall apply the governing law of this Agreement. The language of the arbitration will be English. This clause will prevail over any other clause or principles of law which may establish a different jurisdiction for the disputes arising out of this Agreement. **4.2** Non-waiver / Severability. Failure to enforce this Agreement shall not be a waiver of any provision of this Agreement, and a waiver of breach shall not be a waiver of any other or subsequent breach. Suppose any provision of this Agreement is held invalid or unenforceable. In that case, such determination will not affect the remaining portions of this Agreement, and the affected provisions shall be interpreted and enforced to the full extent possible to carry out the intent of such provision. **4.3** Warranty of Authority. Each party warrants that such party has the full authority to bind the party represented by that party's signature to all terms and conditions of this Agreement and that the party so represented is fully capable of performing all terms and conditions of this Agreement. **4.4** Duration of Obligations. The obligations outlined in this Agreement shall extend until such time as the information in question falls within one of the exceptions set forth in Section 1.2. **4.5** Entire Agreement. This Agreement constitutes the parties' entire agreement related to the subject matter hereof and supersedes all previous agreements and understandings, oral or written, relating hereto. This Agreement can only be modified by written agreement by the parties. **4.6** Modification. This Agreement may not be modified except by a written signed both by the Company and Contractor. **4.7** Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. ***IN WITNESS WHEREOF***, each party hereto has caused this Agreement to be duly executed on its behalf and delivered to the other parties. This Agreement may be executed in counterparts. **TANGLE DAO LLC** Signature: _________________________ Printed Name:______________________ Title:_____________________________ Date:______________________________ **PROSPECTIVE GRANTEE** Signature: _________________________ Printed Name:______________________ Title:_____________________________ Date:______________________________