NON-DISCLOSURE AGREEMENT

(ESTAGE - Special Strategy Meeting)

This Non-Disclosure Agreement (“Agreement”) is entered into by and between ESTAGE, LLC, a South Dakota limited liability company (“Disclosing Party”), and the undersigned individual (“Recipient”), effective as of the date Recipient electronically accepts this Agreement (“Effective Date”).

By clicking “I Agree,” and entering your name and email, and accessing the ESTAGE - Special Strategy Meeting, you acknowledge and agrees to be personally bound by the terms of this Agreement.

1. Purpose

Recipient will be granted access to a private meeting entitled “ESTAGE - Special Strategy Meeting” (the “Meeting”) for the limited purpose of evaluating certain confidential business information presented by Disclosing Party and, if applicable, operating under such information only if and after a separate written agreement is executed between the parties (the “Permitted Purpose”).

2. Definition of Confidential Information

“Confidential Information” means all non-public information disclosed by Disclosing Party to Recipient in connection with the Meeting, whether disclosed orally, visually, electronically, or in writing, including but not limited to:

• Business strategies, systems, methods, structures, and frameworks

• Licensing concepts, economic models, pricing logic, and positioning

• Operational processes, workflows, and implementation methods

• Software-enabled concepts, demonstrations, or explanations

• Documents, slides, recordings, chats, Q&A, messages, or shared materials

• The substance, content, structure, and existence of the information presented

Confidential Information includes information disclosed before, during, or after the Meeting and regardless of whether it is marked as confidential.

3. Exclusions

Confidential Information does not include information that Recipient can prove with written evidence:

a) Was publicly available prior to disclosure;
b) Becomes publicly available through no breach by Recipient;
c) Was lawfully received from a third party without restriction; or
d) Was independently developed without use of Confidential Information.

4. Obligations of Confidentiality

Recipient agrees to:

a) Hold all Confidential Information in strict confidence;
b) Use Confidential Information solely for the Permitted Purpose;
c) Not disclose, discuss, summarize, teach, publish, or transmit any Confidential Information to any third party;
d) Not allow access to Confidential Information by any entity, partner, employee, contractor, or affiliate.

Personal Liability Clause:
Recipient acknowledges and agrees that they are entering this Agreement in their individual capacity, and shall remain personally liable for any breach, regardless of whether Recipient operates through an LLC, corporation, partnership, or other entity.

5. Absolute Prohibition on Recording or Capture

Recipient is strictly prohibited from:

• Recording audio or video of the Meeting

• Taking screenshots or screen recordings

• Photographing slides or materials

• Copying, scraping, or reproducing any content

• Using AI tools or assistants to capture, transcribe, or summarize content

Any unauthorized capture constitutes a material breach of this Agreement.

6. No License or Rights Granted

Nothing in this Agreement grants Recipient any license, ownership interest, intellectual property rights, or authorization of any kind.
All rights are expressly reserved by Disclosing Party.

Any future license or permission must be granted only by a separate written agreement executed by ESTAGE, LLC.

7. Non-Disclosure Duration

Recipient’s confidentiality obligations shall continue for two (2) years from the Effective Date, except for trade secrets and proprietary systems, which shall remain confidential for as long as they remain non-public.

8. Injunctive Relief

Recipient acknowledges that any breach of this Agreement would cause irreparable harm to Disclosing Party for which monetary damages would be insufficient.

Disclosing Party shall be entitled to immediate injunctive and equitable relief, without the requirement to post bond, in addition to any other remedies available at law or equity.

9. Damages, Liquidated Damages, and Attorney Fees

Recipient agrees that:

• Disclosing Party may recover actual damages,

• Liquidated damages may be imposed per breach where applicable, and

• Recipient shall be responsible for all attorney fees, court costs, and enforcement expenses incurred by Disclosing Party.

These remedies are cumulative, not exclusive.

10. Limited Permitted Statement

Recipient may state publicly only that they “attended an ESTAGE meeting.”
Recipient may not disclose, hint at, summarize, or imply any information discussed, presented, or revealed in the Meeting.

11. Governing Law and Venue

This Agreement shall be governed by and construed under the laws of the State of South Dakota, without regard to conflict-of-laws principles.

Venue for any dispute shall lie exclusively in South Dakota state or federal courts.

12. Electronic Acceptance & Evidence

Recipient agrees that:

• Electronic acceptance constitutes a legally binding signature;

• Typed name, email address, IP address, timestamp, and access logs shall be admissible evidence;

• This Agreement is enforceable as a clickwrap agreement.

13. Severability & Survival

If any provision is held unenforceable, the remainder shall remain in full force and effect.
Sections relating to confidentiality, remedies, damages, and governing law shall survive termination.

14. Entire Agreement

This Agreement constitutes the entire understanding between the parties regarding confidentiality and supersedes all prior discussions or understandings.

ACCEPTANCE

By clicking “I Agree,” Recipient affirms that they are at least 18 years old, have read this Agreement in full, understand it, and agree to be legally bound.