Clay Lacy Non-Disclosure Agreement

THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the “Agreement”) is
made and entered into on this ______ day of _______________, 2025 (the “Effective Date”) by and
between Clay Lacy Aviation, Inc., located at 7435 Valjean Avenue, Van Nuys, CA 91406 and
__________________________, located at _________________________________________________
(collectively, the “Parties” and each individually a “Party”).
The Parties are exploring the possibility of engaging in one or more mutually beneficial business
relationships (collectively, the “Business Relationship”). The Parties recognize that in the course of their
discussions to further the Business Relationship, it will be necessary for each Party to disclose to the other
Party certain Confidential Information (as defined below). In order to provide for the protection of each
Party, the Parties desire to define the terms that apply to such Confidential Information as set forth herein.
NOW, THEREFORE, in consideration of the foregoing, of the promises and covenants set forth
herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties do hereby agree as follows:
1. Definition of Confidential Information and Exclusions.
(a) “Confidential Information” means any and all nonpublic information that a Party
(“Disclosing Party”) discloses, delivers or disseminates in any form or media to the Party that receives
such information (“Receiving Party”) in furtherance of the potential Business Relationship. The failure of
the Disclosing Party to identify, confirm or deliver such written or orally disclosed confidential
information with a written designation of confidentiality shall not relieve the Receiving Party of all of the
obligations and protections within this Agreement with respect to such confidential information disclosed
if a reasonable person would consider, from the nature of the information and the circumstances of the
disclosure to be confidential information of the Disclosing Party. “Confidential Information”, with or
without written designation, includes but is not limited to, information in tangible or intangible form
relating to and/or including the terms of the relationship or engagement between the Parties, the proposed
specifications or architecture of any software contemplated under the proposed relationship of the Parties,
released or unreleased Disclosing Party software or hardware products, the marketing or promotion of any
Disclosing Party product, Disclosing Party’s financial information, business policies, plans or practices,
maintenance and flight operations manuals and related information, maintenance and parts tracking
capabilities and planning, maintenance task analysis, Disclosing Party’s customers, employees, customer
surveys, customer preferences, practices, information and plans, operations manuals and information
received from others that Disclosing Party is obligated to treat as confidential, provided such information
is not exempt under (b) below. In addition, for purposes of this Agreement, “Confidential Information”
shall include, without limitation, the existence and terms of this Agreement and any discussions,
summaries, analyses, studies, compilations or other documents or memorializations of or relating to
Confidential Information or in furtherance of the potential Business Relationship. Except as otherwise
indicated in this Agreement, the term “Disclosing Party” also includes all Affiliates of the Disclosing
Party and, except as otherwise indicated, the term “Receiving Party” also includes all Affiliates of the
Receiving Party. An “Affiliate” means any person, partnership, joint venture, corporation or other form
of enterprise, domestic or foreign, including but not limited to parents or subsidiaries, that directly or
indirectly control, are controlled by, or are under common control with a Party.

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(b) Confidential Information shall not include any information, however designated, that: (i)
is or subsequently becomes publicly available without Receiving Party’s breach of an obligation owed to
Disclosing Party; (ii) became known to Receiving Party prior to Disclosing Party’s disclosure of such
information to Receiving Party pursuant to the terms of this Agreement; (iii) became known to Receiving
Party from a source other than Disclosing Party and was not the result of a breach of an obligation of
confidentiality owed to Disclosing Party by said source; or (iv) was independently developed by
Receiving Party without use of the Confidential Information.
2. Obligations Regarding Confidential Information.
(a) Receiving Party shall:
(i) Refrain from disclosing any Confidential Information of the Disclosing Party to
third parties, except as expressly provided in Section 2(b) of this Agreement.
(ii) Take reasonable security precautions, at least as great as the precautions it takes
to protect its own confidential information, but no less than reasonable care, to
keep confidential the Confidential Information of the Disclosing Party;
(iii) Refrain from using, disclosing, reproducing, summarizing and/or distributing
Confidential Information of the Disclosing Party except in pursuance of
Receiving Party’s Business Relationship with Disclosing Party, and only as
otherwise provided hereunder; and
(iv) Refrain from reverse engineering, decompiling or disassembling any software
code and/or prerelease hardware devices disclosed by Disclosing Party to
Receiving Party under the terms of this Agreement, except as expressly permitted
by applicable law or by express agreement of the Parties.

(b) Receiving Party may disclose Confidential Information of Disclosing Party in accordance
with a judicial or other governmental order or as required by law or regulatory authority, provided that
Receiving Party gives the Disclosing Party reasonable notice (to the extent possible and legally
permissible) prior to such disclosure to allow Disclosing Party a reasonable opportunity to seek a
protective order or equivalent.
(c) The Receiving Party may disclose Confidential Information only to Receiving Party’s
current employees, consultants, shareholders, and joint venture partners on a need-to-know basis. The
Receiving Party will direct its employees and consultants to hold the Confidential Information in
accordance with the terms of this Agreement, and the Receiving Party shall be responsible for any breach
of this Agreement by any of its employees and consultants.
(d) Receiving Party shall notify the Disclosing Party immediately upon discovery of any
unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by
Receiving Party and its employees and consultants, and will cooperate with Disclosing Party in every
reasonable way to help Disclosing Party regain possession of the Confidential Information and prevent
further unauthorized use or disclosure.
(e) Receiving Party shall, at Disclosing Party’s request, return to Disclosing Party all
originals, copies, reproductions and summaries of Confidential Information and all other tangible
materials and devices provided to the Receiving Party as Confidential Information, or at Disclosing
Party’s option, destroy all Confidential Information and confirm destruction of same to Disclosing Party.

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(f) Each Party agrees not to announce or disclose to any third person or party its
participation in discussions with the other concerning any information, configurations or service relating
to the potential Business Relationship described herein or the nature of any such discussions, or any
information overheard, viewed in passing, or otherwise obtained relating to the purpose contemplated
herein, without first securing the prior written approval of the other Party.
3. Remedies. The Parties acknowledge that monetary damages may not be a sufficient remedy for
unauthorized disclosure of Confidential Information and that Disclosing Party shall be entitled, without
waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a
court of competent jurisdiction.
4. No Representations or Warranties. The Parties hereto understand and acknowledge that any and
all Confidential Information is being provided by the Disclosing Party without any representation or
warranty, express or implied, as to the accuracy or completeness of such Confidential Information.
Neither the Disclosing Party nor any of its Affiliates shall have any liability to the Receiving Party or any
of its Affiliates (whether such liability arises in contract, tort, negligence, misrepresentation, breach of
statutory duty or otherwise including, but not limited to, any claims of infringement of intellectual
property rights and all warranties as to the utility of such information) which may result from the use of
the Disclosing Party’s Confidential Information by the Receiving Party or its Affiliates.
5. Miscellaneous.
(a) All Confidential Information is and shall remain the property of the Disclosing Party. By
disclosing Confidential Information to Receiving Party, Disclosing Party does not grant any express or
implied right to Receiving Party to or under any patents, copyrights, trademarks, or trade secret
information. Disclosing Party reserves without prejudice the ability to protect its rights under any such
patents, copyrights, trademarks, or trade secrets.
(b) The Parties agree to comply with all applicable international and national laws that apply
to (i) any Confidential Information, or (ii) any product (or part thereof), process or service that is the
direct product of the Confidential Information, including the U.S. Export Administration Regulations, as
well as end-user, end-use and destination restrictions issued by the United States.
(c) The terms of confidentiality under this Agreement shall not be construed to limit either
the Disclosing Party or the Receiving Party’s right to independently develop or acquire products without
the use of the other Party’s Confidential Information.
(d) This Agreement constitutes the entire agreement between the Parties with respect to the
subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date
of this Agreement and signed by both Parties. None of the provisions of this Agreement shall be deemed
to have been waived by any act or acquiescence on the part of the Disclosing Party, the Receiving Party,
their agents, or employees, but only by an instrument in writing signed by an authorized signatory of the
Disclosing Party and the Receiving Party. No waiver of any provision of this Agreement shall constitute
a waiver of any other provision(s) or of the same provision on another occasion.
(e) If either Disclosing Party or the Receiving Party employs attorneys to enforce any rights
or obligations arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover
reasonable attorney’s fees and costs. This Agreement shall be construed and controlled by the laws of
the State of California and the Parties further consent to exclusive jurisdiction and venue in the courts of
the State of California. Process may be served on either Party in the manner authorized by applicable law
or court rule.

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(f) This Agreement shall be binding upon and inure to the benefit of each Party’s respective
successors and lawful assigns; provided, however, that neither Party may assign this Agreement (whether
by operation of law, sale of securities or assets, merger or otherwise), in whole or in part, without the
prior written approval of the other Party. Any attempted assignment in violation of this Section shall be
void and this Agreement may be terminated immediately by the other Party.
(g) If any provision of this Agreement shall be held by a court of competent jurisdiction to be
illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect.
(h) All sections of this Agreement relating to the rights and obligations of the Parties
concerning Confidential Information disclosed during the term of the Agreement shall survive any such
termination and continue in effect for a period of three (3) years.
(i) This Agreement may be signed in counterparts.
(j) This Agreement is not an agreement by either Party to enter into any Business
Relationship with the other or to procure any product or service from the other. Any agreement for such
Business Relationship, purchase or other procurement shall be at the discretion of the Parties and shall be
evidenced by separate definitive written agreements executed by the Parties. Nothing in this Agreement
nor any disclosure of Confidential Information under this Agreement: (1) obligates any Party to disclose
or receive any Confidential Information, perform any work, or enter into any license, business
engagement, or other agreement; (2) creates any joint relationship or authorizes any Party to act or speak
on behalf of any other Party; or (3) limits any Party from entering into any business relationship with any
other entity. THE PARTIES HERETO EACH HEREBY KNOWINGLY AND FREELY WAIVE ALL
RIGHTS TO TRIAL BY JURY IN ANY LITIGATION ARISING HEREFROM OR RELATING
HERETO.

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