Effective Date: September 19, 2024

Disclosing Party: 106BH LLC DBA ATO

Disclosing Party's Address: 8717 Humble Westfield Rd., Humble, TX 77338

Counterparty: ATO Staff

Counterparty's Address: 8717 Humble Westfield Rd., Humble, TX 77338

This Non-Disclosure Agreement (this "Agreement") is entered into by and between "Disclosing Party" and the "Counterparty" identified above (each a "party" and together, the "Parties"). In order to protect certain Confidential Information (as defined below) against unauthorized disclosure, Disclosing Party and the Counterparty agree as follows:

1. Disclosing Party. The party disclosing Confidential Information is (check one only):
   __x__ Disclosing Party
   _____ Counterparty
   _____ Both Parties
2. Primary Representative. Each party's representative for coordinating disclosure or receipt of Confidential Information is:
   Disclosing Party's Contact: J. Nathan Ford
   Counterparty's Contact: ATO Staff
3. Description of Confidential Information. Confidential Information is any information that is proprietary or confidential to the Disclosing Party and disclosed to the Recipient (as defined in Section 4), including, without limitation, specifications, design plans, drawings, software, data, prototypes, customer lists, forecasts, business plans, pricing information or other business and/or technical information, without regard to whether such Confidential Information is disclosed in oral, written, electronic or visual for, subject to the provisions of Section 9.
4. Use of Confidential Information. The Party receiving Confidential Information (the "Recipient') shall make use of the Confidential Information only for the following purpose: To investigate a potential business relationship between the Parties and/or pursue discussions relating to Disclosing Party services, products and product components.
5. Restrictions. The Recipient shall (a) hold Confidential Information in confidence and provide access to such information to only those employees and professional advisors who (i) have a need to know and (ii) have entered into a confidentiality agreement with, or are under an obligation of confidentiality to, the Recipient that is reasonably calculated to protect the confidential or proprietary nature of the Confidential Information to any third party without prior written approval of the Disclosing Party. Recipient shall remain liable for any disclosures in violation hereof by its employees or professional advisors.
6. Disclosure Period. This Agreement pertains to Confidential Information that is disclosed on or after the Effective Date through the date which is three (3) years thereafter, unless sooner terminated in writing by mutual agreement of the Parties.
7. Confidentiality Period. Notwithstanding Section 6, the Recipient's duty to hold Confidential Information in confidence pursuant to this Agreement expires three (3) years from the date of disclosure, expressly provided that any Confidential Information that includes a trade secret will remain subject to the confidentiality covenants of this Agreement indefinitely.
8. Standard of Care. The Recipient shall protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, as Recipient uses to protect its own confidential information of a similar nature from unauthorized use, dissemination, or publication.
9. Marking. The Recipient shall have a duty to protect Confidential Information that is (a) disclosed in writing, electronic or other tangible form and is marked as "Confidential" or is similarly marked at the time of disclosure, (b) disclosed by the Disclosure in a manner other than in tangible form, if such Confidential Information is clearly identified as confidential or proprietary at the time of disclosure or (c) of a type and nature such that under the circumstances surrounding disclosure Recipient ought to reasonably understand such Confidential Information to be confidential or proprietary. The Parties agree to use reasonable efforts to summarize in writing the content of any oral disclosure or other non-tangible disclosure that is proprietary or confidential to the Recipient's representative named in Section 2 above within 30 days of the disclosure, but failure to provide such summary shall not affect Recipient's obligations hereunder regarding the disclosed Confidential Information if such Confidential Information was identified as confidential or proprietary when disclosed orally or in any other non-tangible form.
10. Exclusions. This Agreement imposes no obligation of confidentiality upon the Recipient with respect to information that: (a) was lawfully in the Recipient's possession before receipt from the Disclosing Party; (b) is or becomes a matter of public knowledge through no fault of Recipient; (c) is disclosed by the Disclosing Party to a third party without a duty of confidentiality on the third party; (d) is independently developed by Recipient without use of the Confidential Information; or (e) is disclosed by Recipient with the Disclosing Party's prior written approval. In addition, a Recipient may disclose Confidential Information pursuant to a requirement of a judicial, administrative or other governmental agency provided sufficient written notice is given to the Disclosing Party prior to such disclosure to enable the Disclosing Party to seek an order limiting or precluding such disclosure.
11. Warranty. Each Disclosing Party warrants that it has the right to make any disclosure made to Recipient during the term of this Agreement. NO OTHER WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT. ANY INFORMATION DISCLOSED PURSUANT TO THIS AGREEMENT IS PROVIDED "AS IS."
12. Rights. A Recipient does not acquire any rights to the Confidential Information provided by Disclosing Party under this Agreement, except the limited rights to use the Confidential Information to carry out the purposes set forth in Section 4.
13. Miscellaneous. This Agreement does not create any agency or partnership relationship between the Parties and shall not constitute or imply any promise to make any purchase of products or services by either Party or its affiliated companies.
    1. All additions or modifications to this Agreement must be made in writing and must be signed by both parties. This Agreement may be signed in one or more counterparts and by facsimile nature.
    2. All copies of Confidential Information disclosed in tangible form and any memoranda, extracts or other materials containing, or derived from any Confidential Information shall be returned to the Disclosing Party upon the termination of this Agreement, or destroyed, expressly provided that the Recipient may retain a copy in its regularly maintained electronic backup systems, or as may be required by law, all of which shall remain subject to the confidentiality covenants of this Agreement.
    3. Without prejudice to the rights or remedies otherwise available to it, either party will be entitled to seek equitable relief by way of specific performance, injunction or otherwise, if the other party breaches or threatens to breach any of the provisions of this Agreement, and the other party agrees to waive any requirement for security or the posting of any bond or proving damages in connection with such remedy. Neither party shall be liable to the other for special, indirect, incidental or consequential damages.
    4. Subject to the limitations set forth in this Agreement, this Agreement shall inure to the benefit of and be binding upon the Parties, their successors and assigns.
    5. This Agreement is made under, and shall be construed according to, the laws of the State of Texas, without regard to its conflicts of laws principles.

DISCLOSING PARTY:

__Jon Nathaniel Ford_________________________

Printed Name: J. Nathan Ford

Date:

COUNTERPARTY:

ATO Staff

Email:

____________________________________________

Staff Name / User Name

Date: