Investment Interest in Blue Shore Labs

PARTIES:

Disclosing Party: Blue Shore Labs, a Michigan LLC ("Company")

Receiving Party: {name} ("Recipient")

Date: {todaysDate}

1. PURPOSE
This Non-Disclosure Agreement ("Agreement") is entered into to facilitate discussions regarding a potential investment opportunity in Company. In connection with these discussions, Company may disclose certain confidential and proprietary information to Recipient.

2. CONFIDENTIAL INFORMATION
"Confidential Information" means all non-public, proprietary, or confidential information disclosed by Company to Recipient, whether orally, in writing, electronically, or by any other means, including but not limited to:

• Business plans, strategies, and financial information
• Research and development data, technologies, and processes
• Intellectual property, including patents, trade secrets, and know-how
• Customer lists, supplier information, and market analyses
• Data room contents and all materials provided therein
• Technical specifications, formulations, and methodologies
• Any information marked or identified as confidential
• Any information that would reasonably be considered confidential given the nature of the information and circumstances of disclosure

3. OBLIGATIONS OF RECIPIENT
Recipient agrees to:

1. Maintain Confidentiality: Hold all Confidential Information in strict confidence and not disclose it to any third parties without Company's prior written consent.
2. Limited Use: Use Confidential Information solely for evaluating the potential investment opportunity and for no other purpose.
3. Protection: Exercise the same degree of care to protect Confidential Information as Recipient uses to protect its own confidential information, but in no event less than reasonable care.
4. Limited Access: Restrict access to Confidential Information to employees, advisors, and representatives who have a legitimate need to know and who have been informed of the confidential nature of the information.
5. Return of Information: Upon Company's request or termination of discussions, promptly return or destroy all materials containing Confidential Information and provide written certification of such return or destruction.

4. EXCEPTIONS
This Agreement does not apply to information that:

• Is or becomes publicly available through no breach of this Agreement by Recipient
• Was rightfully known by Recipient prior to disclosure
• Is rightfully received from a third party without breach of confidentiality
• Is independently developed by Recipient without use of Confidential Information
• Is required to be disclosed by law or court order (with prior notice to Company)

5. NO OBLIGATION TO INVEST
This Agreement does not create any obligation for Recipient to invest in Company or for Company to accept any investment from Recipient. Any investment decision will be subject to separate definitive agreements.

6. NO LICENSE OR TRANSFER
No license or transfer of intellectual property rights is granted under this Agreement. All Confidential Information remains the property of Company.

7. REMEDIES
Recipient acknowledges that disclosure of Confidential Information would cause irreparable harm to Company, and that monetary damages would be inadequate. Therefore, Company shall be entitled to seek equitable relief, including injunction and specific performance, without prejudice to other available remedies.

8. TERM
This Agreement shall remain in effect for three (3) years from the date of execution, unless terminated earlier by mutual written consent. The obligations regarding Confidential Information shall survive termination.

9. GOVERNING LAW
This Agreement shall be governed by the laws of Michigan, without regard to conflict of law principles.

10. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior negotiations, representations, or agreements relating to such subject matter.

SIGNATURES:

BLUE SHORE LABS

By: _________________________________

Name: Lonnie Riley III

Title: Cofounder | Client Success

Date: {todaysDate}

RECIPIENT

By: {signature}

Name: {name}

Title: {title}

Company: {company}

Date: {todaysDate}