MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of                ("Effective Date") by and between:

• Vectra Core Systems LLC, a Missouri Limited Liability Company, located at 6527 E 128th St, Grandview, MO 64030 ("Vectra"); and
•                         , located at                          ("Receiving Party" or "Counterparty").

Each party may be referred to individually as a "Party" and collectively as the "Parties".

1. Purpose

The Parties wish to explore a potential business relationship involving government contracting, subcontracting, teaming, or joint ventures (the "Purpose"). In connection with the Purpose, each Party may disclose to the other certain confidential and proprietary information.

2. Confidential Information

"Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally, in writing, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to: business strategies, proposal pricing, technical data, personnel information, customer lists, financial data, and intellectual property.

3. Obligations of Receiving Party

Each Receiving Party agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party; (c) use the Confidential Information solely for the Purpose; and (d) protect the Confidential Information with at least the same degree of care used to protect its own confidential information, but no less than reasonable care.

4. Exclusions

Obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party before disclosure; (c) is independently developed by the Receiving Party without use of the Confidential Information; or (d) is required to be disclosed by law, court order, or government regulation, provided that the Receiving Party gives prompt written notice to the Disclosing Party.

5. Term

This Agreement shall remain in effect for a period of three (3) years from the Effective Date, unless earlier terminated by mutual written agreement. Obligations of confidentiality survive termination.

6. Return or Destruction

Upon written request by the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information and any copies thereof.

7. No License

Nothing in this Agreement grants either Party any rights or licenses in or to the other Party's intellectual property, other than the limited right to use Confidential Information for the Purpose.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflict of laws principles.

9. Entire Agreement / Amendment

This Agreement constitutes the entire agreement between the Parties regarding confidentiality and supersedes all prior discussions. Amendments must be in writing and signed by both Parties.

This is a template document for general use. Consult qualified legal counsel before execution.