VC-LEG-0300 — Confidentiality & Non-Disclosure Policy

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the "Agreement") is made effective as of [DATE] between GreenWorld Sector-7 Botanical Operations Center, of the Sector-7 Arboretum Complex ("Discloser"), and [COUNTERPARTY NAME] ("Recipient"). Discloser and Recipient are each a "Party."

1. Definitions

1.1. "Confidential Information" means all non-public information disclosed by or on behalf of Discloser, in any form, whether or not marked, that a reasonable person would understand to be confidential, including without limitation: Engineered Cultivars and their genetics; Compounds and Extraction Processes; toxin-yield parameters; containment designs, vulnerabilities, and GCL data; the Mycelial Data Fabric architecture; business, financial, and personnel information; and all information classified RESTRICTED or CHLOROPHYLL-EYES-ONLY.

1.2. "CHLOROPHYLL-Classified Data" means Confidential Information bearing the CHLOROPHYLL-EYES-ONLY classification, which is afforded the heightened obligations of Clauses 3.4 and 6.

1.3. "Representatives" means Recipient's employees and advisors with a strict need to know, each bound by obligations no less protective than this Agreement.

2. Exclusions

Confidential Information does not include information that Recipient can document was: (a) public through no breach by Recipient; (b) rightfully known before disclosure; (c) rightfully received from a third party without restriction; or (d) independently developed without use of the Confidential Information. No exclusion applies to CHLOROPHYLL-Classified Data absent Discloser's prior written confirmation.

3. Obligations of Confidentiality

3.1. Recipient shall hold the Confidential Information in strict confidence and use it solely for the Permitted Purpose stated in Schedule A.

3.2. Recipient shall not disclose Confidential Information to any person other than Representatives, and is responsible for any breach by its Representatives.

3.3. Recipient shall protect the Confidential Information using no less than the degree of care it applies to its own most sensitive information, and in no event less than a reasonable standard.

3.4. CHLOROPHYLL data. CHLOROPHYLL-Classified Data shall be accessed only by named individuals on Discloser's roster, stored only on Discloser-controlled systems, never copied or removed from the facility, and never combined with other data so as to reconstruct a complete Extraction Process.

4. Term

4.1. This Agreement is effective from the Effective Date and continues for [TERM] years. Confidentiality obligations survive: (a) for ordinary Confidential Information, five (5) years from disclosure; and (b) for trade secrets and all CHLOROPHYLL-Classified Data, in perpetuity for so long as the information remains a trade secret or classified.

5. Return or Destruction of Materials

5.1. Upon the earlier of Discloser's written request or termination, Recipient shall promptly return or, at Discloser's election, securely destroy all Confidential Information and copies, purge it from all systems, and certify completion in writing within ten (10) days. CHLOROPHYLL-Classified Data shall be returned, never destroyed by Recipient, and reconciled item-by-item.

6. Remedies & Injunctive Relief

6.1. Recipient acknowledges that breach of this Agreement — particularly as to trade secrets or CHLOROPHYLL-Classified Data — would cause irreparable harm for which monetary damages are inadequate. Discloser is therefore entitled to seek immediate injunctive and equitable relief, without posting bond and without waiving any other remedy, in addition to damages and its costs and reasonable counsel fees.

7. No License; No Warranty

7.1. No license or right in any Confidential Information or intellectual property is granted except the limited right to use it for the Permitted Purpose. Confidential Information is provided "as is."

8. Governing Law & Forum

8.1. This Agreement is governed by the laws of the Sector-7 jurisdiction, without regard to conflicts of law. The Parties submit to the exclusive jurisdiction of the Sector-7 courts, and waive any objection to that forum. The prevailing Party in any action is entitled to its reasonable counsel fees.

9. Miscellaneous

9.1. This Agreement is the entire understanding on its subject, supersedes prior discussions, and may be amended only in a writing signed by both Parties. If any provision is unenforceable, the remainder continues in effect. This Agreement binds successors and permitted assigns; Recipient may not assign without Discloser's written consent.

IN WITNESS WHEREOF, the Parties execute this Agreement as of the Effective Date.

DISCLOSER — GREENWORLD SECTOR-7          RECIPIENT
By: ____________________________     By: ____________________________
Name: A. Datura, General Counsel     Name: [COUNTERPARTY NAME]
Title: General Counsel               Title: [TITLE]
Date: __________________________     Date: __________________________

SCHEDULE A — Permitted Purpose: [DESCRIBE LIMITED PURPOSE]
SCHEDULE B — Named CHLOROPHYLL Roster (if applicable): [NAMES]