This Non-Disclosure Agreement ("Agreement") is entered into as of [date of signature of “receiving party”] by and between Christopher James and NoesisAI Inc. a Delaware Corporation with its principal office located at [874 Gravenstein Hwy S. Suite4 – Sebastopol, CA 95427] ("Disclosing Party"), and _______________ ____ ("Receiving Party").

1. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" includes all written, electronic, or oral information that the Disclosing Party provides to the Receiving Party, including but not limited to data, technology, business information, specifications, research, development, processes, procedures, software, and customer information related to the following:

• DAIX Platform (Datacenter Analysis eXpert): An AI-driven solution for the optimization and management of data centers, providing insights on liquid cooling, power management, facility hardware alert and data Interpretation, and operational best practices.

• DCLM (Data Center Language Model): A specialized language model designed to understand, analyze, and optimize data center operations, providing context-aware training, recommendations and decision support.

• Hardware Repository: A collaborative initiative involving multiple stakeholders to standardize and enhance data center hardware analytics for improved performance, efficiency, and sustainability. Potential for Vendor/BOM portal.

2. Obligations of Receiving Party

The Receiving Party agrees to:

• Keep the Confidential Information confidential and not disclose it to any third party without the prior written consent of the Disclosing Party.

• Use Confidential Information solely to evaluate or engage in discussions concerning a potential business relationship related to the DAIX, DCLM, and hardware repository projects.

• Restrict disclosure of Confidential Information solely to those employees or agents who are required to know the information for the purpose of the potential business relationship and who have signed a non-disclosure agreement.

3. Exclusions from Confidential Information

Confidential Information does not include information that:

• Is or becomes publicly known through no breach of this Agreement by the Receiving Party;

• Is received from a third party without breach of any obligation of confidentiality;

• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

4. Term

This Agreement shall remain in effect for a period of one (18 ) months from the receiving party date of signature.

Non-Compete Clause

5. Non-Competition

For the term of this Agreement and for [18] months thereafter, the Receiving Party agrees not to, directly or indirectly:

• Engage in any business that competes with the business of the Disclosing Party related to the DAIX AI project. Legacy DCIM software excluded.

• Solicit or entice away from the Disclosing Party any customer, supplier, licensee, or business relation of the Disclosing Party related to the DAIX project.

• Employ or solicit for employment any person who is or was employed by the Disclosing Party during the term of this Agreement.

6. General Provisions

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

• Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

• Effective Date: The effective date of this Agreement shall be the date of signing by both parties.

IN WITNESS WHEREOF, the parties have executed this Non-Disclosure/Non-Compete Agreement as of the date first above written.

Christopher James –NoesisAI Inc.