Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement ("Agreement") is entered into between House of STK Ltd, operating as LLM Cost Audit ("House of STK"), and the counterparty identified in the signature block below (each a "Party" and together the "Parties"), effective as of the date of the last signature below (the "Effective Date"). It protects information disclosed in both directions: each Party may act as a "Disclosing Party" and a "Receiving Party".

1. Purpose

The Parties wish to explore and, if they proceed, carry out an engagement in which House of STK analyses the other Party's AI inference usage to identify and implement cost reductions (the "Purpose"). To do so, the Parties may exchange confidential information, and they enter into this Agreement to protect it.

2. Confidential Information

"Confidential Information" means any non-public information disclosed by or on behalf of a Disclosing Party to the Receiving Party, in any form, that is marked or identified as confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure. It includes, without limitation:

• usage exports, token and model usage data, call volumes, and provider invoices and cost figures;
• pricing, financial information, business plans, and customer information;
• the findings report, analyses, recommendations, methodologies, and any notes, summaries, or derivatives based on Confidential Information;
• technical information, source code, configurations, and architectures; and
• the existence and content of the Parties' discussions, the terms of any engagement, and the fact that the Parties are or may become counterparties.

3. Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession without a duty of confidentiality before disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is rightfully received from a third party without a duty of confidentiality.

4. Obligations of the Receiving Party

The Receiving Party will: (a) use the Confidential Information solely for the Purpose; (b) protect it using at least the same degree of care it uses for its own confidential information, and no less than a reasonable degree of care; (c) not disclose it to any third party except to its employees, contractors, and advisers who need it for the Purpose and are bound by confidentiality obligations at least as protective as those in this Agreement, for whom the Receiving Party remains responsible; and (d) not use it to compete with, or to the detriment of, the Disclosing Party.

5. Identity and relationship

Each Party agrees not to disclose to any third party that the other Party is, or is in discussions to become, a client or counterparty, or any details that would identify the other Party as such, without that Party's prior written consent. House of STK does not disclose its client list to anyone, and this protection runs in both directions.

6. Compelled disclosure

If the Receiving Party is required by law, regulation, or valid legal process to disclose Confidential Information, it may do so, provided that, where legally permitted, it gives the Disclosing Party prompt written notice and reasonable cooperation so the Disclosing Party may seek a protective order, and it discloses only the portion legally required.

7. No license; ownership

All Confidential Information remains the property of the Disclosing Party. Nothing in this Agreement grants the Receiving Party any licence or right in the Confidential Information or in any patent, copyright, trademark, trade secret, or other intellectual property, except the limited right to use it for the Purpose. No Party is obligated to disclose any particular information.

8. No warranty

All Confidential Information is provided "as is". The Disclosing Party makes no warranties, express or implied, regarding its accuracy or completeness, and will have no liability arising from the Receiving Party's use of it, except as expressly agreed in a separate written agreement.

9. Term and survival

This Agreement begins on the Effective Date and continues until terminated by either Party on thirty (30) days' written notice. Termination does not affect the confidentiality obligations for Confidential Information disclosed before termination, which continue for five (5) years from the date of disclosure — except that information constituting a trade secret remains protected for as long as it qualifies as a trade secret under applicable law.

10. Return or destruction

Upon the Disclosing Party's written request or termination of this Agreement, the Receiving Party will, within thirty (30) days, return or destroy the Confidential Information in its possession and, if asked, certify in writing that it has done so. The Receiving Party may retain: (a) one archival copy solely for legal, audit, or compliance purposes; and (b) copies in routine automated backup or archival systems that cannot reasonably be deleted. Any retained copies remain subject to this Agreement for as long as they are retained.

11. No obligation to proceed

Nothing in this Agreement obligates either Party to proceed with any transaction, engagement, or business relationship, and either Party may end discussions at any time.

12. Remedies

The Parties agree that a breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the non-breaching Party is entitled to seek injunctive or other equitable relief without the necessity of posting a bond.

13. General

This Agreement is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute, except that either Party may seek injunctive relief in any court of competent jurisdiction. It is the entire agreement between the Parties regarding its subject matter and supersedes prior discussions. It may be amended only in a writing signed by both Parties. No failure to enforce a provision is a waiver. If any provision is held unenforceable, the rest remains in effect. Neither Party may assign this Agreement without the other's prior written consent, except in connection with a merger or sale of substantially all of its assets. This Agreement may be signed in counterparts, including by electronic signature, each of which is an original.

Agreed and accepted