This Confidentiality Agreement (the “Agreement”) is entered into and is effective as of June 17, 2025 (the “Effective Date”), by and between Sender One Climbing LLC (the “Company”), located at 1441 S. Village Way, Santa Ana, CA 92705, and Recipient (the “Recipient”) located at Mailing Address below. DEFINITION OF CONFIDENTIAL INFORMATION. Recipient agrees that information disclosed by the Company to Recipient regarding the Company Business Plan, and other information, including but not limited to information learned by Recipient from the Company, its agents or through inspection of materials related to other of its products, designs, business plans, business opportunities, finances, research, development, know-how, personnel, or third-party confidential information disclosed to Recipient by the Company, the terms and conditions of this Agreement, and the existence of the discussions between Recipient and the Company will be considered and referred to collectively in this Agreement as “Confidential Information.” Confidential Information, however, does not include information that: (a) is now or subsequently becomes generally available to the public through no fault or breach on the part of Recipient; (b) Recipient can demonstrate to have had rightfully in its possession prior to disclosure to Recipient by the Company; (c) is independently developed by Recipient without the use of any Confidential Information; or (d) Recipient rightfully obtains from a third party who has the right to transfer or disclose it to Recipient without limitation. NONDISCLOSURE AND NONUSE OF CONFIDENTIAL INFORMATION. Recipient agrees to protect the Company’s Confidential Information, using at least the same degree of care that it uses to protect its own confidential and proprietary information of similar importance, but no less than a reasonable degree of care. Recipient agrees to use the Company’s Confidential Information for the sole purpose of evaluation in connection with Recipient’s discussions with the Company related to this Agreement. Recipient will not disclose, publish, or disseminate Confidential Information to anyone other than those of its employees, consultants, and necessary third parties who have a need to know in order to accomplish such purpose and who are bound by a written agreement that prohibits unauthorized disclosure or use of Confidential Information. Recipient will be responsible for any violation of the terms of this Agreement by its employees, consultants, and third parties to whom Recipient has shared Confidential Information. Recipient agrees not to use Confidential Information for any other purpose or for its own or any third party’s benefit without the prior written consent of an authorized representative of the Company in each instance. Recipient may disclose Confidential Information to the extent required by law, provided Recipient make reasonable efforts to give the Company notice of such requirement prior to any such disclosure and take reasonable steps to obtain protective treatment of the Confidential Information. NO LICENSE TO CONFIDENTIAL INFORMATION. Except as expressly set forth herein, no license or other rights to Confidential Information are granted or implied hereby and the Company retains all of its rights therein. FEEDBACK. Notwithstanding any other provision in this Agreement, if Recipient provides any ideas, suggestions, or recommendations to the Company regarding the Company’s Confidential Information (“Feedback”). The Company is free to use and incorporate such Feedback in the Company’s products, designs, business plans, business opportunities, research, development, and know-how, without payment of royalties or other consideration to Recipient, so long as the Company does not infringe Recipient’s patents, copyrights or trademark rights in the Feedback. Nothing in this Agreement is intended to grant a license or waive any rights in either party’s patents, copyrights or trademarks. NO WARRANTY. All information is provided “AS IS,” and without any warranty, whether express or implied, as to its accuracy or completeness. RETURN OF DOCUMENTS. Within ten business days of receipt of the Company’s written request, and at the Company’s option, Recipient will either return to the Company all tangible Confidential Information, including but not limited to all electronic files, documentation, notes, plans, drawings, and copies thereof, or will provide the Company with written certification that all such tangible Confidential Information has been destroyed. EQUITABLE RELIEF. Recipient hereby acknowledges that unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury to the Company that may be difficult to ascertain. Accordingly, Recipient agrees that the Company will have the right to seek and obtain immediate injunctive relief to enforce obligations under this Agreement in addition to any other rights and remedies it may have. NO IMPLIED WAIVER. The Company’s failure or delay in exercising any of its rights will not constitute a waiver of such rights unless expressly waived in writing. NO ASSIGNMENT. This Agreement may not be assigned by Recipient by any means, including without limitation, by operation of law or merger. Any attempted assignment of this Agreement by Recipient in violation of this section will be void. ENTIRE AGREEMENT AND GOVERNING LAW. This Agreement constitutes the entire agreement with respect to Confidential Information disclosed pursuant to this Agreement and supersedes all prior or contemporaneous oral or written agreements concerning such Confidential Information. This Agreement may not be amended except by written agreement signed by authorized representatives of both parties. This Agreement will be governed by and construed in accordance with the laws of the State of California, excluding that body of California law concerning conflicts of law. The parties further submit to and waive any objections to the exclusive jurisdiction of and venue in any of the following forums: U.S. District Court for the Central District of California, California Superior Court for Los Angeles County, or any other forum in Los Angeles County, for any litigation arising out of this Agreement. Understood and agreed to by the duly authorized representatives of the parties: All prospective investors desiring access to complete investment materials should execute a Confidentiality Agreement. Upon receipt and approval, we will provide you with online access to the underwriting materials.
Sender One Climbing Alice Kao By (Signature) Date Alice Kao, CEO Printed Name and Title |