The equipment wasn't designed
for what we're asking of it.

Recitals

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of the date of electronic acceptance below by and between Waterman Consulting Services, LLC, a Texas limited liability company, d/b/a Waterman Construction Management ("WCS"), and the individual or entity identified below ("Recipient").

WCS has developed proprietary technology, systems, methods, data models, and related intellectual property pertaining to downhole pressure-control systems, predictive analytics, real-time industrial monitoring, and related SaaS platforms, including but not limited to the technology identified under the mark WellCommand™ (U.S. Provisional Patent Application Serial No. 64/059,213; U.S. Trademark Application Serial No. 99814611).

Recipient desires to receive certain Confidential Information from WCS for the purpose of evaluating a potential business relationship, investment opportunity, strategic partnership, or advisory engagement ("Purpose").

1. Confidential Information

"Confidential Information" means all non-public, proprietary, or trade secret information disclosed by either Party, including: technical data, trade secrets, inventions, algorithms, software, system architectures, sensor specifications, data models, behavioral event libraries, business information, financial projections, customer lists, pricing strategies, investor materials, capitalization tables, patent applications, trademark applications, and any information a reasonable person would understand to be confidential.

2. Exclusions

Confidential Information excludes information that: (a) was publicly available at disclosure; (b) becomes publicly available through no fault of Recipient; (c) was already known to Recipient; (d) is independently developed without reference to Confidential Information; or (e) is disclosed by an unrestricted third party.

3. Obligations

Recipient shall: hold all Confidential Information in strict confidence; not disclose to third parties without prior written consent; not use for any purpose other than the Purpose; limit access to need-to-know personnel bound by equivalent obligations; and promptly notify WCS of any unauthorized disclosure.

4. Patent-Pending IP Protections

No license is granted under any patent, trademark, copyright, or other IP right. Recipient shall not file any application incorporating Confidential Information or reverse engineer any prototypes, software, or tangible embodiments.

5. Term

This Agreement remains in effect for ten (10) years from the Effective Date. Obligations survive expiration or termination regardless of whether the business relationship is consummated.

6. Return of Materials

Upon request or expiration, Recipient shall return or destroy all Confidential Information and certify destruction in writing. One archival copy may be retained for legal compliance.

7. Compelled Disclosure

If compelled by law, Recipient shall provide prompt notice to WCS to enable protective orders, disclose only what is required, and seek confidential treatment.

8. Equitable Relief

Breach may cause irreparable harm. WCS is entitled to injunctive relief without proving damages or posting bond.

9. No Obligation

Nothing obligates either Party to proceed with any transaction. Either Party may terminate discussions without liability.

10. Governing Law

Governed by Texas law. Exclusive jurisdiction in Harris County, Texas state and federal courts.

11. Entire Agreement

This Agreement is the entire agreement on this subject matter. Amendments require written signatures from both Parties.

12. Electronic Signatures

Electronic acceptance via this form constitutes a valid and binding signature under the ESIGN Act and UETA.