Mutual Nondisclosure Agreement

THIS MUTUAL NONDISCLOSURE AGREEMENT is made and entered into as of 12/3/2023 between
Precision Emprise LLC dba Precision Concrete Cutting located at 335 Beach Rd, Burlingame, CA 94010 and
XXXXXXXX, located in XXXXXXXXXXXXXXXXX.

1. Purpose. The parties wish to establish a business relationship in some capacity to advance the business of
Precision Emprise LLC and in connection with this, each party may disclose to the other party certain
confidential technical and business information which the disclosing party desires the receiving party to treat
as confidential.
2. "Confidential Information" means any information disclosed by either party to the other party, either
directly or indirectly, in writing, orally or by inspection of tangible objects, including without limitation
documents, prototypes, samples, plant and equipment, research, product plans, products, services, customer
lists, software, developments, inventions, processes, designs, drawings, engineering, hardware configuration,
marketing materials or finances. Confidential Information may also include information disclosed to a
disclosing party by third parties. Confidential Information shall not, however, include any information which
(i) was publicly known and made generally available in the public domain prior to the time of disclosure by the
disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing
party to the receiving party through no action or inaction of the receiving party; (iii) is already in the
possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving
party's files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party
from a third party without a breach of such third party's obligations of confidentiality; (v) is independently
developed by the receiving party without use of or reference to the disclosing party's Confidential Information,
as shown by documents and other competent evidence in the receiving party's possession; or (vi) is required by
law to be disclosed by the receiving party, provided that the receiving party gives the disclosing party prompt
written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the
information from public disclosure.
3. Non-use and Non-disclosure. Each party shall not use the Confidential Information of the other party for
any purpose except to provide the services as agreed between the parties. Neither party shall disclose any
Confidential Information of the other party to third parties. If any party makes copies of the Confidential
Information of the other party, such copies shall also constitute Confidential Information and any and all
confidential markings on such documents shall be maintained. Neither party shall reverse engineer,
disassemble or decompile any prototypes, software or other tangible objects which embody the other party's
Confidential Information and which are provided to the party hereunder.
4. Maintenance of Confidentiality. Each party shall take reasonable measures to protect the secrecy of and
avoid disclosure and unauthorized use of the Confidential Information of the other party. Without limiting the
foregoing, each party shall take at least those measures that it takes to protect its own most highly confidential
information, and shall promptly notify the disclosing party of any misuse or misappropriation of Confidential
Information of which it becomes aware. Each party shall disclose Confidential Information only to those
officers, directors, employees, investors, advisors and contractors who are required to have the information in
order to evaluate or engage in discussions concerning the contemplated business relationship, and such party
shall remain responsible for compliance with the terms of this Agreement by its officers, directors, employees
and contractors.
5. No Obligation. Nothing herein shall obligate either party to proceed with any transaction between them,
and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this
Agreement concerning the business opportunity.
6. No Warranty. All confidential information is provided "as is." Neither party makes any warranties,
express, implied or otherwise, regarding its accuracy, completeness or performance.
7. Return of Confidential Information. All documents and other tangible objects containing or representing
Confidential Information which have been disclosed by either party to the other party, and all copies thereof
which are in the possession of the other party, shall be and remain the property of the disclosing party and shall
be promptly returned to the disclosing party upon the disclosing party's written request.
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Precision Emprise LLC | 335 Beach Rd, Burlingame, CA 94010 | PCCnorcal.com | 650.867.8657
8. Notice of Breach. Receiving Party shall notify the Disclosing Party immediately upon discovery of any
unauthorized use or disclosure of Confidential Information by Receiving Party or its Representatives, or any
other breach of this Agreement by Receiving Party or its Representatives, and will cooperate with efforts by
the Disclosing Party to help the Disclosing Party regain possession of Confidential Information and prevent its
further unauthorized use.
9. No License. Nothing in this Agreement is intended to grant any rights to either party under any patent,
mask work right or copyright of the other party, nor shall this Agreement grant any party any rights in or to the
Confidential Information of the other party except as expressly set forth herein.
10. Term. The obligations of each receiving party hereunder shall survive for a period of five years from the
date of signature of this non-disclosure agreement or until such time as all Confidential Information of the
other party disclosed hereunder becomes publicly known and made generally available through no action or
inaction of the receiving party, whichever is earlier.
11. Remedies. Each party agrees that any violation or threatened violation of this Agreement may cause
irreparable injury to the other party, entitling the other party to seek injunctive relief in addition to all legal
remedies.
12. Miscellaneous. Neither party may assign or transfer its rights or obligations under this Agreement without
the prior written consent of the other party. Any attempted assignment in violation of this Section 12 will be
null and void. This Agreement shall be governed by the laws of the State of California, USA, without
reference to conflict of laws principles. This document contains the entire agreement between the parties with
respect to the subject matter hereof, and neither party shall have any obligation, express or implied by law,
with respect to trade secret or proprietary information of the other party except as set forth herein. The
invalidity or unenforceability of any provision of this Agreement, or any of its terms or provisions, will not
affect the validity of this Agreement as a whole, which will at all times remain in full force and effect. A
failure to enforce any provision of this Agreement will not constitute a waiver thereof or of any other
provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by
both parties hereto. Any notices required to be given under this agreement shall be deemed given upon the
earlier of receipt of five (5) days after mailing by certified mail, return receipt requested, or hand delivery by
messenger or express service, to the addresses stated on the first page, or to such other address as the either
party may specify to the other in writing form.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Company: Precision Emprise LLC Company:

Date: Date:

Name: Marc Cussenot Name:

Title: CEO Title:

Signature: Signature: Sebastian Velardo

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Precision Emprise LLC | 335 Beach Rd, Burlingame, CA 94010 | PCCnorcal.com | 650.867.8657