This Non-Disclosure and Non-Circumvention Agreement (“Agreement”) is entered into as of [Dec 23, 2025] (“Effective Date”),

by and between:

[AGI&M ASSETS INC. ], a company duly incorporated and existing under the laws of [Ontario,Canada], with its principal place of business at [28 Freeland St., Suite 2003, Toronto ON M5E 0E3 Canada] (“Disclosing Party” or “Company”),

and

[Manufacturer Legal Name], a company duly incorporated and existing under the laws of [Jurisdiction], with its principal place of business at [Address] (“Receiving Party” or “Manufacturer”).

The Company and the Manufacturer may be referred to individually as a “Party” and collectively as the “Parties”.

1. Purpose

The Parties wish to engage in discussions and potential cooperation relating to rack-level infrastructure programs for data center deployments, including but not limited to optical interconnect systems and power interconnect systems (“Project”).

In connection with the Project, the Company may disclose certain confidential, proprietary, technical, commercial, and project-related information to the Manufacturer.

2. Definition of Confidential Information

“Confidential Information” means any information disclosed by or on behalf of the Company, whether orally, visually, electronically, or in writing, including but not limited to:

Technical specifications, architectures, baselines, BOMs, drawings, test criteria, polarity models, and delivery requirements
Project names, customer identities, integrator identities, and end-user information
Commercial terms, pricing structures, quantities, schedules, and sourcing strategies
Any information relating to Microsoft, hyperscalers, system integrators, or rack-level deployment practices
Any derivatives, analyses, or materials prepared based on such information

Confidential Information includes information disclosed before or after the Effective Date.

3. Exclusions

Confidential Information does not include information that the Manufacturer can demonstrate by written records:

a) was publicly available at the time of disclosure,

b) becomes publicly available through no breach of this Agreement,

c) was lawfully known to the Manufacturer prior to disclosure, or

d) was independently developed without use of the Confidential Information.

4. Ownership and Project Origination

All Projects, opportunities, inquiries, specifications, baselines, and customer relationships introduced, defined, or disclosed by the Company shall be deemed originated and owned exclusively by the Company.

Nothing in this Agreement grants the Manufacturer any ownership, customer rights, or independent claim to such Projects.

5. Use Limitation

The Manufacturer shall use the Confidential Information solely for the purpose of evaluating and executing the Project under the direction of the Company, and for no other purpose whatsoever.

6. Non-Circumvention

The Manufacturer agrees that it shall not directly or indirectly, without the prior written consent of the Company:

Contact, solicit, negotiate with, or transact with Microsoft, its affiliates, subsidiaries, system integrators, ODMs, or any related third parties introduced by the Company
Bypass, circumvent, or attempt to bypass the Company in any commercial, technical, or contractual discussions related to the Project

This obligation applies during the term of this Agreement and for five (5) years thereafter.

7. Role Limitation and Representation

The Manufacturer acknowledges and agrees that:

The Company is the architecture owner, baseline owner, and customer interface for the Project
The Manufacturer acts solely as an execution manufacturer
The Manufacturer shall not represent itself as the project owner, system architect, contracting party, agent, distributor, branch office, subsidiary, or exclusive partner of the Company

8. Branding and Public Disclosure Restriction

The Manufacturer shall not:

Use the Company’s name, trademarks, or project identifiers
Refer to the Company as a customer, partner, or affiliate
Issue press releases, marketing materials, case studies, or public statements

without the Company’s prior written approval.

9. Disclosure to Employees and Subcontractors

The Manufacturer may disclose Confidential Information only to its employees or subcontractors who:

Have a strict need to know for execution purposes, and
Are bound by confidentiality obligations at least as restrictive as this Agreement

The Manufacturer remains fully liable for any breach by such persons.

10. Term

This Agreement shall commence on the Effective Date and remain in effect for five (5) years.

Confidentiality and non-circumvention obligations shall survive termination for five (5) years.

11. Remedies

The Manufacturer acknowledges that any breach of this Agreement may cause irreparable harm to the Company.

The Company shall be entitled to:

Injunctive relief
Equitable remedies
Monetary damages
Immediate termination of cooperation

without the requirement to post bond.

12. No License

Nothing in this Agreement grants any license or right, express or implied, under any patent, copyright, trade secret, or other intellectual property of the Company.

13. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction, e.g., State of New York, USA], without regard to conflict of laws principles.

Any disputes shall be resolved exclusively in the courts located within [Jurisdiction].

14. Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior discussions or agreements.

Any amendment must be in writing and signed by both Parties.

15. Counterparts

This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first written above.

[AGI&M ASSETS INC.]

By: ___________________________

Name:

Title:

Date:

[Manufacturer Legal Name]