Non-Disclosure & Non-Circumvent

NON-DISCLOSURE & NON-CIRCUMVENT AGREEMENT

This Non-Disclosure and Non-Circumvent Agreement (the "Agreement") is entered into between DFMA Fabrication, LLC, an Arizona limited liability company ("Disclosing Party"), and the undersigned recipient ("Receiving Party"), effective as of the date of acceptance below.

1. Confidential Information

"Confidential Information" means any non-public information disclosed by DFMA Fabrication to Receiving Party in any form, including but not limited to: financial projections, customer identities and commitments, equipment specifications, pricing methodologies, operational data, work activity methodologies, direct-labor costing, manufacturing processes, vendor relationships, founder identities and backgrounds, and the existence and content of these discussions.

2. Use Restrictions

Receiving Party shall: (a) hold Confidential Information in strict confidence; (b) use it solely to evaluate a potential investment in DFMA Fabrication; (c) not disclose it to any third party without prior written consent; and (d) not reproduce, distribute, or transmit any portion of the materials except to its own employees, attorneys, accountants, and advisors who have a need to know and who are bound by equivalent confidentiality obligations.

3. Non-Circumvent

For a period of twenty-four (24) months from the date of this Agreement, Receiving Party shall not, directly or indirectly, (a) contact, solicit, or transact business with any customer, prospect, vendor, contractor, equipment supplier, or financial source identified to Receiving Party by DFMA Fabrication, for the purpose of bypassing or circumventing DFMA Fabrication; (b) hire or solicit any employee, founder, or contractor of DFMA Fabrication; or (c) replicate the business model, manufacturing process, or strategic relationships disclosed herein for competitive purposes.

4. Exclusions

Confidential Information does not include information that: (a) is or becomes publicly known through no wrongful act of Receiving Party; (b) was known to Receiving Party prior to disclosure without confidentiality obligation; (c) is independently developed by Receiving Party without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided Receiving Party gives DFMA Fabrication prompt notice and opportunity to seek a protective order.

5. Term

The confidentiality obligations survive for five (5) years from the date of this Agreement. The non-circumvent obligations survive for twenty-four (24) months. Either party may terminate the evaluation discussions at any time, but the obligations under this Agreement survive termination.

6. Remedies

Receiving Party acknowledges that a breach of this Agreement may cause irreparable harm to DFMA Fabrication for which monetary damages may be inadequate, and DFMA Fabrication is entitled to seek injunctive relief in addition to any other remedies available at law or equity. The prevailing party in any enforcement action shall be entitled to recover reasonable attorneys' fees and costs.

7. Governing Law

This Agreement is governed by the laws of the State of Arizona, without regard to conflict-of-laws principles. Any dispute shall be resolved exclusively in the state or federal courts located in Maricopa County, Arizona, and the parties consent to personal jurisdiction therein.

8. Electronic Signature

Receiving Party agrees that this Agreement may be accepted electronically by typing a signature and clicking the acceptance button below, and that such acceptance shall have the same legal force and effect as a handwritten signature under the federal E-SIGN Act and the Arizona Electronic Transactions Act. Receiving Party further agrees that the electronic record of acceptance — including IP address, timestamp, browser, and acceptance text — constitutes the executed Agreement.

9. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior discussions. No modification is binding unless in writing and signed by both parties. If any provision is found unenforceable, the remainder remains in full force.