Mutual Non-Disclosure Agreement

This Agreement made on this the    20th    day of    November    2024   .

Fazit.com, Inc., a Wyoming corporation, (“Fazit”), and __USER__ (“Prospect”).

WHEREAS both the Parties herein wish to pursue discussions and negotiate with each other for the purpose of entering into a potential business arrangement in relation to the development of Fazit’s internet search engine technology, the raising of investment capital for Fazit,and/or the implementing of Fazit’s business plan (“Proposed Transaction”);

AND WHEREAS the Parties contemplate that with respect to the Proposed Transaction, both the Parties may exchange certain information, material and documents relating to each other’s business, intellectual property, assets, financial condition, operations, plans and/or prospects of their businesses (hereinafter referred to as “Confidential Information”, more fully detailed in clause 1 herein below) that each Party regards as proprietary and confidential; and

AND WHEREAS, each Party wishes to review such Confidential Information of the other for the sole purpose of determining their mutual interest in engaging in the Proposed Transaction;

IN CONNECTION WITH THE ABOVE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. As used herein, “Confidential Information” shall mean all information furnished by the Disclosing Party or its Representatives (defined below) to the Receiving Party or its Representatives, whether orally, in writing, electronically or in other tangible form, and identified as confidential or proprietary at the time of disclosure by the Disclosing Party or otherwise disclosed in a manner such that a reasonable person would understand its confidential nature, including but not limited to, information that is related to: (a) the business plans or operations of the Disclosing Party; (b) the research and development or investigations of the Disclosing Party; (c) the business of any customer or partner of the Disclosing Party; (d) Disclosing Party’s properties, employees, finances, operations; (e) any information about or concerning any third party (which information was provided to the Disclosing Party subject to an applicable confidentiality obligation to such third party); (f) software and related documentation (“Disclosing Party’s Software”) including the following information regarding Disclosing Party’s Software: (i) computer software (object and source codes), programming techniques and programming concepts, methods of processing, system designs embodied in Disclosing Party’s Software; and (ii) discoveries, inventions, concepts, designs, flow charts, documentation, product specifications, application program interface specifications, techniques and processes relating to Disclosing Party’s Software; and (g) product offerings, content partners, product pricing, product availability, technical drawings, algorithms, processes, ideas, techniques, formulas, data, schematics, trade secrets, know-how, improvements, inventions (whether patentable or not), marketing plans, forecasts and strategies. Where the Confidential Information has not been reduced to written or other tangible form at the time of disclosure, and such disclosure is made orally or visually, the Disclosing Party agrees to identify it as confidential or proprietary at the time of disclosure. “Confidential Information” shall be deemed to include all notes, analyses, compilations, studies, interpretations or other documents prepared by the Receiving Party or its Representatives which contain or are based upon, in whole or in part, the information furnished to the receiving party or its Representatives pursuant hereto.
2. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information of a Disclosing Party shall remain the property of the Disclosing Party and shall contain any and all confidential or proprietary notices or legends which appear on the original. The Receiving Party: (a) shall take all reasonable steps (defined below) to keep all Confidential Information strictly confidential; (b) shall not disclose or reveal any Confidential Information to any person other than its Representatives who are actively and directly participating in the Proposed Transaction or who otherwise need to know the Confidential Information for the purpose of the Proposed Transaction; (c) shall not use Confidential Information for any purpose other than in connection with the Proposed Transaction. and (d) shall not disclose to any person (other than those of its Representatives who are actively and directly participating in the Proposed Transaction or who otherwise need to know for the purpose of the Proposed Transaction) any information about the Proposed Transaction, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available to the Receiving Party or its Representatives. As used herein “reasonable steps” means those steps the Receiving Party takes to protect its own similar proprietary and confidential information, which shall not be less than a reasonable standard of care. As used herein. “Representatives” shall mean (i) employees of Receiving Party; (ii) attorneys, accountants, or other professional business advisors and, additionally, (iii) employees, members, shareholders, directors, and agents of the Receiving Party and those entities directly or indirectly owned by the Receiving Party, in each case, who shall be informed of the confidential nature of the Confidential Information and shall agree to act in accordance with the terms of this Agreement. The Receiving Party shall be responsible for any breach of the terms of this Agreement by it or its Representatives.
3. The Parties shall protect the confidentiality of each other’s Confidential Information in the same manner as they protect the confidentiality of their own proprietary and confidential information of similar nature. Each Party, while acknowledging the confidential and proprietary nature of the Confidential Information agrees to take all reasonable measures at its own expense to restrain its representatives from prohibited or unauthorised disclosure or use of the Confidential Information.
4. Confidential Information shall at all times remain the property of the Disclosing Party and may not be copied or reproduced by the Receiving Party without the Disclosing Party’s prior written consent.
5. Within seven (7) days of a written request by the Disclosing Party, the Receiving Party shall return/destroy (as may be requested in writing by the Disclosing Party or upon expiry and or earlier termination) all originals, copies, reproductions and summaries of Confidential Information provided to the Receiving Party as Confidential Information. The Receiving Party shall certify to the Disclosing Party in writing that it has satisfied its obligations under this paragraph.
6. The Receiving Party may disclose the Confidential Information only to the Receiving Party's employees and consultants on a need-to-know basis. The Receiving Party shall have executed or shall execute appropriate written agreements with third parties, in a form and manner sufficient to enable the Receiving Party to enforce all the provisions of this Agreement.
7. Confidential Information, however, shall not include any information which the Receiving Party can show:
   1. is in or comes into the public domain otherwise than through a breach of this Agreement or the fault of the Receiving Party; or
   2. was already in its possession free of any such restriction prior to receipt from the Disclosing Party; or
   3. was independently developed by the Receiving Party without making use of the Confidential Information; or
   4. has been approved for release or use (in either case without restriction) by written authorization of the Disclosing Party.

8. In the event either Party receives a summons or other validly issued administrative or judicial process requiring the disclosure of Confidential Information of the other Party, the Receiving Party shall promptly notify the Disclosing Party. The Receiving Party may disclose Confidential Information to the extent such disclosure is required by law, rule, regulation or legal process; provided however, that, to the extent practicable, the Receiving Party shall give prompt written notice of any such request for such information to the Disclosing Party, and agrees to co-operate with the Disclosing Party, at the Disclosing Party’s expense, to the extent permissible and practicable, to challenge the request or limit the scope there of, as the Disclosing Party may reasonably deem appropriate.
9. This Agreement shall supersede any and all other Non-Disclosure Agreements executed by the Parties.
10. Each Party agrees that the conditions in this Agreement and the Confidential Information disclosed pursuant to this Agreement are of a special, unique, and extraordinary character and that an impending or existing violation of any provision of this Agreement would cause the other Party irreparable injury for which it would have no adequate remedy at law and further agrees that the other Party shall be entitled to obtain immediately injunctive relief prohibiting such violation, in addition to any other rights and remedies available to it at law or in equity.
11. The Receiving Party shall indemnify the Disclosing Party for all costs, expenses or damages that Disclosing Party incurs as a result of any violation of any provisions of this Agreement. This obligation shall include court, litigation expenses, and actual, reasonable attorney’s fees. The Parties acknowledge that as damages may not be a sufficient remedy for any breach under this Agreement, the non-breaching party is entitled to seek specific performance or injunctive relief (as appropriate) as a remedy for any breach or threatened breach, in addition to any other remedies at law or in equity.
12. Neither Party shall be liable for any special, consequential, incidental or exemplary damages or loss (or any lost profits, savings or business opportunity) regardless of whether a Party was advised of the possibility of the damage or loss asserted.
13. Both the Parties agree that by virtue of the Parties entering into this Agreement neither Party is obligated to disclose all or any of the Confidential Information to the other as stated in this Agreement. The Parties reserve the right to disclose only such information at its discretion and which it thinks, is necessary to disclose in relation to the Proposed Transaction.
14. Both the Parties agree that this Agreement will be effective from the date of execution of this Agreement by both Parties and shall continue to be effective till the Proposed Transaction is terminated by either Party by giving a thirty (30) days’ notice, in case either Party foresees that the Proposed Transaction would not be achieved. Notwithstanding anything contained herein, the provisions of this Agreement shall survive and continue after expiration or termination of this Agreement for a further period of ten (10) year(s) from the date of expiration.
15. The Parties acknowledge and agree that any intellectual property of any kind, including but not limited to ideas, inventions, patents, copyrights, trademarks, trade names, and trade secrets created jointly by Parties’ or created by either Party pursuant to the Proposed Transaction shall be the property of Fazit.
16. Fazit shall indemnify, defend, and hold Prospect, its owners, officers, directors, and employees harmless, from any claims of third parties relating to Prospect’s dissemination of any information prepared by or for Fazit, including, but not limited to, information contained in valuations, business plans, security offering memoranda, etc., provided that Prospect has not breached this Agreement in disclosing said information. Prospect may release Confidential Information, documents, or any work product or opinion that was generated using Confidential Information to specific third parties in furtherance of the Proposed Transaction upon written approval of Fazit and, if requested by Fazit, execution of a Fazit-prepared non-disclosure agreement by said third parties. Fazit hereby approves Prospect releasing Confidential information to the following parties: AJ Rana, Roy Eddings, Khalid Akhtar, Joe Sandbank, Kereti Tuioti, Hazel Bowen, Laura Lafoia, Thomas Hedberg, and Gajender Bharti.
17. Each Party warrants that it has the authority to enter into this Agreement.
18. If any provision of this agreement is held to be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected and each provision hereof shall be valid and enforceable to the fullest extent permitted by law. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision that is valid and enforceable and most nearly reflects the original intent of the unenforceable provision.
19. This Agreement may be executed in two counterparts, each of which will be deemed to be an original, and all of which, when taken together, shall be deemed to constitute one and the same agreement.
20. The relationship between both the Parties to this Agreement shall be on a principal-to-principal basis and nothing in this agreement shall be deemed to have created a relationship of an agent, partner, or joint-venturer between the Parties and none of the employees of either Party shall be considered as employees of the other Party.
21. This Agreement shall be governed by the laws of California. The prevailing party in any legal action relating to the enforcement of this Agreement shall be entitled to recover its reasonable attorney’s fees.
22. The Agreement and/or any rights arising from it cannot be assigned or otherwise transferred either wholly or in part, without the written consent of the other Party.

I have read and agree to abide by the terms of this non-disclosure agreement

Fazit.com, Inc.

By

Name:
Title:
Date:

Prospect:

By

Name:
Title:
Date:

  Preparing NDA copy…

Accredited Investor Acknowledgement Form

REQUESTED BY:
Fazit.com, Inc.
1999 S. Bascom Ave., Suite 900
Campbell, CA 95008

I certify by my signature below that one or more of these statements apply:

I have an individual net worth or joint net worth with my spouse that exceeds one million dollars ($1,000,000).

I had an individual annual income in excess of two hundred thousand dollars ($200,000) or joint annual income with my spouse in excess of three hundred thousand dollars ($300,000), in each of the two most recent years, and I have a reasonable expectation of reaching the same income level in the current year.

I can be considered an "Accredited Investor" under one or more of the definitions of an "Accredited Investor" as noted in Securities and Exchange Commission Rule 501 relating to Regulation D under the Securities Act of 1933.

Name(s)

Physical Address

Mailing Address

Phone Number

Signature

20 Nov 2024