MUTUAL NON-DISCLOSURE AGREEMENT

LibertyOne Management LLC

This Mutual Non-Disclosure Agreement (this "Agreement") is entered into as of the date the Counterparty executes it electronically (the "Effective Date") by and between:

LibertyOne Management LLC, a Florida limited liability company (in formation), with a principal address at 4240 NW 107th Ave, #4201, Doral, FL 33178 ("LibertyOne"), and

the individual or entity identified in the electronic signature block below ("Counterparty").

LibertyOne and Counterparty are referred to individually as a "Party" and collectively as the "Parties."

1. Purpose

The Parties wish to explore a potential business relationship (the "Purpose"), which may include, without limitation: discussion of LibertyOne's software platform for self-governed homeowner and condominium associations; pilot deployments at a community managed by or affiliated with Counterparty; vendor, contractor, or service-provider engagements; investment or funding discussions; or strategic partnerships. In furtherance of the Purpose, each Party may disclose to the other certain confidential and proprietary information.

2. Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), in any form (oral, written, electronic, or visual), that is identified as confidential at the time of disclosure or that would reasonably be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information includes, without limitation:

a. Software source code, object code, architecture, schemas, APIs, integrations, configurations, deployment infrastructure, security designs, AI prompt templates, and model fine-tuning data;

b. Product roadmaps, designs, mockups, wireframes, feature specifications, internal documentation, and business plans;

c. Pricing, financial models, revenue figures, customer lists, lead lists, prospect pipelines, marketing strategies, and go-to-market plans;

d. Information about homeowners, board members, residents, employees, contractors, and other personnel of either Party (including any data that would qualify as personal information under applicable privacy laws);

e. Information about any community association introduced by Counterparty, including governance documents, financials, member rosters, and correspondence;

f. Vendor terms, contracts, partner agreements, and the existence and substance of negotiations between the Parties; and

g. Any other information that is identified, marked, or otherwise reasonably understood to be confidential.

3. Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate, by contemporaneous written records:

a. Was lawfully in the Receiving Party's possession without confidentiality obligation prior to disclosure by the Disclosing Party;

b. Was or becomes publicly known through no act or omission of the Receiving Party;

c. Was lawfully received from a third party who had the right to disclose it and was not bound by a confidentiality obligation; or

d. Was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

4. Obligations of the Receiving Party

The Receiving Party shall:

a. Use the Confidential Information solely for the Purpose;

b. Hold the Confidential Information in strict confidence using at least the same degree of care that the Receiving Party uses to protect its own confidential information of similar nature, but in no event less than a reasonable degree of care;

c. Limit disclosure of Confidential Information to those of its employees, contractors, agents, attorneys, accountants, and advisors (collectively, "Representatives") who have a need to know for the Purpose and who are bound by written or professional obligations of confidentiality at least as protective as this Agreement;

d. Be responsible for any breach of this Agreement by its Representatives;

e. Not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or trade secrets of any software, prototype, or system disclosed under this Agreement;

f. Not remove or alter any proprietary notices, labels, or markings on Confidential Information;

g. Not, without LibertyOne's prior written consent, take screenshots, screen recordings, or other reproductions of the LibertyOne platform for any purpose other than evaluation in furtherance of the Purpose, and not publish, post, or share any such reproductions externally;

h. Not use the Confidential Information to develop, design, or improve any product or service that competes with LibertyOne's platform; and

i. Promptly notify the Disclosing Party in writing of any unauthorized use or disclosure of Confidential Information of which the Receiving Party becomes aware.

5. Compelled Disclosure

If the Receiving Party is required by subpoena, court order, or other legal process to disclose Confidential Information, it shall (to the extent legally permitted) promptly notify the Disclosing Party in writing so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall furnish only that portion of the Confidential Information that it is legally required to disclose and shall use reasonable efforts to obtain confidential treatment of any disclosed Confidential Information.

6. No License; No Obligation

Nothing in this Agreement grants the Receiving Party any license, ownership interest, or right (express or implied) to any Confidential Information, patent, copyright, trademark, trade secret, or other intellectual property right of the Disclosing Party, except the limited right to use Confidential Information for the Purpose. Nothing in this Agreement obligates either Party to enter into any further business relationship.

7. Term and Survival

This Agreement commences on the Effective Date and continues for a period of two (2) years, unless earlier terminated by either Party upon thirty (30) days' written notice. The Receiving Party's obligations of confidentiality and non-use under Sections 4 and 5 shall survive termination or expiration of this Agreement for a period of five (5) years from the date of disclosure of the relevant Confidential Information; provided that obligations with respect to Confidential Information that constitutes a trade secret shall continue for so long as such information remains a trade secret under applicable law, including the Florida Uniform Trade Secrets Act, Chapter 688, Florida Statutes.

8. Return or Destruction

Upon written request of the Disclosing Party, or upon termination of this Agreement, the Receiving Party shall promptly return or destroy (at the Disclosing Party's option) all Confidential Information of the Disclosing Party in its possession or control, including all copies, extracts, and derivative works, and certify such destruction in writing. The Receiving Party may retain (a) one archival copy as required by applicable law or internal compliance policy, and (b) Confidential Information stored in routine backups, in each case subject to the continuing obligations of this Agreement.

9. No Solicitation

For a period of twelve (12) months following the Effective Date, neither Party shall directly or indirectly solicit for employment or engagement any employee, contractor, or material consultant of the other Party with whom the soliciting Party became acquainted in connection with the Purpose; provided that this restriction shall not apply to (a) general solicitations not targeted at the other Party's personnel, or (b) responses to such general solicitations.

10. No Warranty

ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, COMPLETENESS, OR FITNESS FOR ANY PURPOSE OF ANY CONFIDENTIAL INFORMATION DISCLOSED HEREUNDER.

11. Equitable Relief

Each Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate, and that the Disclosing Party shall be entitled to seek injunctive and other equitable relief, in addition to any other remedies available at law, without the requirement of posting a bond.

12. Governing Law; Venue

This Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Miami-Dade County, Florida, for any dispute arising out of or relating to this Agreement.

13. Entity in Formation; Assumption

Counterparty acknowledges that LibertyOne Management LLC is a Florida limited liability company in formation as of the Effective Date. The signatory named below executes this Agreement on behalf of and as authorized organizer of LibertyOne Management LLC, and personally guarantees the confidentiality obligations of LibertyOne hereunder until such time as the limited liability company is formed and assumes this Agreement by operation of Florida law. Upon formation, the formed entity shall be deemed to have ratified and assumed this Agreement as of the Effective Date without further action by either Party.

14. Entire Agreement; Amendment

This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous understandings, agreements, or representations, whether written or oral. This Agreement may be amended only by a written instrument signed by both Parties.

15. Severability; Waiver

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. No waiver of any breach shall constitute a waiver of any subsequent breach.

16. Assignment

Neither Party may assign this Agreement without the prior written consent of the other Party, except in connection with a merger, acquisition, or sale of substantially all of its assets, in which case this Agreement shall be binding on the successor entity.

17. Notices

All notices under this Agreement shall be in writing and delivered by email with confirmation of receipt, or by hand or overnight courier, to the addresses set forth in this Agreement and the electronic signature record (or to such other address as a Party may designate in writing). Notices to LibertyOne shall be sent to legal@libertyonemgmt.com or to the principal address above.

18. Counterparts; Electronic Signature; Consent to Electronic Records

This Agreement may be executed in counterparts, each of which is deemed an original. The Parties consent to the use of electronic signatures and electronic records in connection with this Agreement under the Florida Electronic Signature Act (Section 668.50, Florida Statutes) and the federal ESIGN Act (15 U.S.C. § 7001 et seq.). The Counterparty's typed name, IP address, user-agent, timestamp, and document hash recorded at the time of submission shall together constitute the Counterparty's electronic signature and shall have the same legal force and effect as a handwritten signature.