NDA Generator

This Non-Disclosure Agreement (this “Agreement”) is entered into as of 2026-04-24 (the “Effective Date”) by and between Northstar Labs, Inc., with an address at 220 Market Street, Suite 800, San Francisco, CA 94105 (“Disclosing Party”), and Jordan Ellis, with an address at 512 Willow Ave, Denver, CO 80203 (“Receiving Party”). This is a one-way agreement; only the Disclosing Party will disclose Confidential Information hereunder. The parties agree as follows:

1. 1. Confidential Information. The parties wish to explore a potential business relationship relating to a confidential software product roadmap, including architecture, customer data, and pricing strategy (the "Purpose"). In connection with the Purpose, Confidential Information may be disclosed, including but not limited to business plans, financial information, product designs, source code, customer lists, marketing strategies, and trade secrets.

2. 2. Non-Use and Non-Disclosure. The Receiving Party agrees to use the Confidential Information solely for the Purpose and not to disclose such Confidential Information to any third party without the prior written consent of the Disclosing Party. The Receiving Party shall protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable standard of care. Access shall be limited to the Receiving Party’s employees, agents, and advisors who have a need to know and are bound by obligations of confidentiality no less restrictive than those set forth herein.

3. 3. Term. The obligations of the Receiving Party under this Agreement shall remain in effect for a period of 3 years from the Effective Date, except that obligations with respect to trade secrets shall continue for as long as such information qualifies as a trade secret under applicable law.

4. 4. Return of Materials. Upon written request of the Disclosing Party, or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information in its possession, including all copies, notes, and derivatives thereof, and, if requested, certify such return or destruction in writing.

5. 5. No License. Nothing in this Agreement grants the Receiving Party any license, title, or interest in or to the Confidential Information or any intellectual property rights of the Disclosing Party. All Confidential Information remains the sole and exclusive property of the Disclosing Party.

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

7. 7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in California for any dispute arising out of or relating to this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.