This Confidential Nondisclosure Agreement (this “Agreement”) is made between OROBiologix, Inc., a Florida corporation (the “Company”), and the party signing below (the “Second Party”). The Company and the Second Party wish to disclose certain trade and business information proprietary to each to explore or conduct a business, employment, vendor, sales, or advisory relationship with each other. To protect the Confidential Information of each party, the parties agree as follows:

1. Confidential Information

“Confidential Information” means any and all information or material obtained by or provided to the receiving party in connection with the above stated purpose and shall include any and all other information or material which is proprietary to the disclosing party or designated as Confidential Information by the disclosing party, whether or not obtained through or as a result of this Agreement, access to the premises of the disclosing party, or communications with the disclosing party or the disclosing party's employees. Confidential Information includes, without limitation, the disclosing party's business plans, strategies, tactics, business policies, procedures and practices, marketing information, financial information, operational information, personnel information, customer information, and information relating to technology, computer code, or software. Confidential Information does not include: (i) information available in the public domain through no fault of the receiving party; (ii) information known to the receiving party at the time of disclosure, as demonstrated by files of the receiving party in existence at the time of disclosure; (iii) information disclosed with prior written approval of the disclosing party; or (iv) information independently developed by the receiving party without any use of the disclosing party's Confidential Information and by employees who have not had access to the Confidential Information, as demonstrated by files created at the time of such independent development.

2. Nondisclosure of Confidential Information

Each party understands that the other party's Confidential Information has been developed or obtained through significant investment of time, effort, and expense. The receiving party agrees not to directly or indirectly cause the disclosure of any Confidential Information of the disclosing party to any third party, and not to use any Confidential Information of the disclosing party for any purpose except the above stated purpose. The receiving party shall limit disclosure of Confidential Information to its directors, officers, employees, consultants, and agents who need it to carry out discussions regarding the above stated purpose, and shall require each of them to sign a nondisclosure agreement substantially similar to this Agreement, notifying the other party in writing of each such signatory promptly after signing. Each party will use reasonable care — no less than the highest degree of care it uses to protect its own Confidential Information — to protect the secrecy of, and prevent unauthorized disclosure or use of, the other party's Confidential Information. Each party shall promptly notify the other in writing of any suspected misuse, misappropriation, or unauthorized disclosure of the disclosing party's Confidential Information that comes to its attention.

3. Compelled Disclosure

If the receiving party becomes legally compelled (by deposition, interrogatory, subpoena, civil investigative demand, court order, or similar legal process, or by applicable law or regulation) to disclose any Confidential Information of the disclosing party, the receiving party shall, to the extent legally permitted, provide the disclosing party with prompt written notice before disclosure so the disclosing party may seek a protective order or other appropriate remedy. If such relief is not obtained, the receiving party shall disclose only the portion of Confidential Information legally required and shall use reasonable efforts to obtain confidential treatment for it.

4. Return or Destruction of Confidential Information

Within three (3) days of the disclosing party's request, the receiving party shall return to the disclosing party, or destroy in a manner satisfactory to the disclosing party, all forms of the disclosing party's Confidential Information.

5. Rights and Remedies

Each party agrees that the obligations in this Agreement are necessary and reasonable to protect the disclosing party and its business, and that, due to the unique nature of the disclosing party's Confidential Information, monetary damages would be inadequate to compensate for a breach by the receiving party. Accordingly, any actual or threatened violation by the receiving party will cause irreparable injury to the disclosing party, entitling the disclosing party — in addition to any other available remedy at law, in equity, or otherwise — to (a) injunctive relief against the threatened breach or continuation of any breach, without the necessity of proving actual damages, and (b) indemnification from the receiving party for any loss or harm, including attorneys' fees, arising out of or in connection with any breach or enforcement of the receiving party's obligations under this Agreement or the unauthorized use or disclosure of the disclosing party's Confidential Information.

6. Ownership

All Confidential Information disclosed remains the property of the disclosing party. Disclosure of information does not grant any express or implied right to that Confidential Information.

7. Trade Secrets; Federal Whistleblower Notice

This Agreement supplements, and does not limit, the protections available to either party's trade secrets under the Uniform Trade Secrets Act as adopted in the applicable state and under the federal Defend Trade Secrets Act, 18 U.S.C. § 1836. Pursuant to 18 U.S.C. § 1833(b), an individual shall not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret that is made (i) in confidence to a federal, state, or local government official, or to an attorney, solely to report or investigate a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if the filing is made under seal. An individual who files a lawsuit for retaliation for reporting a suspected violation of law may disclose the related trade secret to their attorney and use it in the court proceeding, provided the individual files any document containing the trade secret under seal and does not disclose the trade secret except under court order.

8. Entire Agreement; Term; Governing Law

This Agreement contains the entire understanding between the parties on its subject matter and supersedes all prior communications and understandings on that subject. Except as to trade secrets under Section 7, which survive for as long as the information qualifies for trade-secret protection under applicable law, the rights and obligations of each party continue for five (5) years after termination of this Agreement. This Agreement may be amended or modified only in a writing executed by both parties. If any provision is found invalid or unenforceable, the remaining provisions remain in full force and effect unless removing the invalid provision materially changes this Agreement. This Agreement binds and benefits the parties' respective successors and assigns, provided that Confidential Information of the disclosing party may not be assigned without the disclosing party's prior written consent unless the assignee is the assignor's successor entity. This Agreement is governed by the laws of the State of Florida. Venue shall be in Broward County, Florida, and the parties agree not to initiate or prosecute any suit, proceeding, or claim except in the state and federal courts of the State of Florida. This Agreement may be executed in counterparts, including by electronic signature, each deemed an original and all together one instrument.