This Non-Disclosure Agreement (“NDA”) is entered into between Applied Gratitude, Inc. (“AGI”), a Delaware corporation, with its principal office at 231 Public Square, Suite 200, Franklin, TN, 37064 and you, a vendor of AGI (“Vendor”).

Vendor and AGI are engaged in conversations pursuant to which AGI and Vendor may share non-public information with each other.

Now, therefore, the parties hereto agree as follows:

1. CONFIDENTIAL INFORMATION

1.1 “Confidential Information” means proprietary, nonpublic information that the party disclosing such information (the “Disclosing Party”) to the party receiving such information (the “Receiving Party”) conspicuously marks or otherwise clearly designates as being confidential to the Receiving Party or should reasonably be expected to be treated as confidential by the Receiving Party given the nature and circumstances of the information being disclosed. The term “Affiliate” means any person, partnership, joint venture, corporation, or other form of enterprise, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly, control, are controlled by, or are under common control with a party to this Agreement. The term “Platform” means AGI’s Platform for sending gestures of appreciation (“Gestures”). The information comprising and incidental to each Gesture sent by Vendor is hereafter referred to as “Transaction Information.”

1.2 Without limiting the provisions of Section 1.1., “Confidential Information” means original, duplicated, computerized, memorized, or handwritten information, or information in any other form, including, without limitation, ideas, methods, techniques, formats, specifications, procedures, designs, strategies, systems, processes, data (or data compilations, such as databases), business plans, marketing, marketing strategies, pricing and financial information, research, training, know‐how, operations, processes, products, inventions, business practices, databases and information contained therein, wage rates, margins, mark‐ups, finances, banking, books, records, contracts, agreements, principals, vendors, suppliers, contractors, employees, applicants, marketing methods, costs, prices, price structures, methods for calculating and/or determining prices, compensation paid to employees and/or contractors, and/or other terms of employment, employee evaluations, and/or employee skill sets, and trade secrets of the Disclosing Party.

1.3 Confidential Information shall not include any information, however designated, that: (i) is at the time of disclosure, or subsequently becomes, publicly available without Receiving Party’s breach of this Agreement; (ii) became known to Receiving Party prior to Disclosing Party’s disclosure of such information to Receiving Party as evidenced by contemporaneous writings; (iii) became known to Receiving Party from a source other than Disclosing Party other than by the breach of an obligation of confidentiality owed to Disclosing Party; or (iv)

is independently developed by Receiving Party without the benefit of any Confidential Information.

2. OBLIGATIONS REGARDING CONFIDENTIAL INFORMATION

2.1 Receiving Party shall not disclose, reproduce, summarize and/or distribute the Confidential Information of the Disclosing Party to third parties, except that Receiving Party may do so:

a. To its employees, directors, Affiliates, advisors, agents, independent contractors and consultants on a need‐to‐know basis, provided that Receiving Party has executed appropriate written agreements or has other relationships with each such individual or entity sufficient to enable compliance with this Agreement; and/or

b. To the extent necessary to effect and fully perform Receiving Party’s business relationship with Disclosing Party.

2.2 Receiving Party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own Confidential Information, but no less than reasonable care, to keep confidential the Confidential Information of the Disclosing Party.

2.3 To the extent permitted by law and the circumstances of disclosure, Receiving Party shall notify Disclosing Party promptly upon discovery of any unauthorized use or disclosure of Confidential Information, or any other breach of this Agreement by Receiving Party and its employees, interns, agents, independent contractors and consultants, and will reasonably cooperate with Disclosing Party to help Disclosing Party to prevent its further unauthorized use or disclosure.

2.4 To the extent lawful, Receiving Party shall, at Disclosing Party’s request, return all originals, copies, reproductions and summaries of Confidential Information and other tangible materials and devices provided to the Receiving Party as Confidential Information, or at Disclosing Party’s option, certify destruction of the same; provided (i) that there shall be no obligation to erase Confidential Information that is contained in an archived computer system backup that was made in accordance with a party’s security and/or disaster recovery procedures, and (ii) AGI shall have no obligation to return or destroy, and may retain for its internal use, all Transaction Information, provided further that (x) Confidential Information in subclauses (i) and (ii) immediately above shall remain subject to the terms and conditions of this Agreement and (y) AGI shall de-indentify all Transaction Information upon request.

2.5 The Vendor hereby expressly understands and agrees that AGI utilizes third party vendors in connection with the fulfillment of each Gesture and as such may share certain Transaction Information with such vendors and that such sharing of information is not a violation of any provision of this Agreement.

3. NO REPRESENTATION; NO LICENSE

The Disclosing Party makes no representation as to the accuracy or completeness of Confidential Information disclosed to the Receiving Party. No right or license, other than as

expressly stated in this Agreement, is granted to Receiving Party in connection with the Confidential Information of the Disclosing Party.

4. REMEDIES

The parties acknowledge that the injury from any disclosure or unauthorized use of the Confidential Information may cause the Disclosing Party irreparable harm and that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information. Accordingly, the Receiving Party agrees that in the event of a breach of this Agreement, the Disclosing Party shall be entitled, without waiving any other rights or remedies, to seek such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, and no bond or other security will be required in connection with such injunctive or equitable relief.

5. COMPLIANCE WITH THE LAW

If the Receiving Party is required by law or becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, civil investigative demands, applicable regulations, or similar processes) to disclose any Confidential Information, the Receiving Party agrees. to the extent lawful and reasonable given the circumstances of disclosure, to provide the Disclosing Party with prompt notice of that request(s) so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy. If that protective order or other remedy is not obtained by the date that the Receiving Party must comply with the request, or if the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party agrees to furnish only that portion of the Confidential Information and other information which is legally required in the opinion of its counsel, and to exercise commercially reasonable efforts to obtain a protective order or other reliable assurance. at the expense of the Disclosing Party, that confidential treatment will be accorded to that portion of the Confidential Information which is being disclosed.

6. MISCELLANEOUS

6.1 All Confidential Information is and shall remain the property of Disclosing Party, it being understood that AGI is the owner of Transaction Information subject to Vendor’s right to require de-indentification. By disclosing Confidential Information to Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. Disclosing Party reserves without prejudice the ability to protect its rights under any such patents, copyrights, trademarks, or trade secrets except as otherwise provided herein.

6.2 Nothing in this Agreement shall be construed to limit either the Disclosing Party or the Receiving Party’s right to independently develop or acquire products without use of the other party’s Confidential Information.

6.3 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. None of the provisions of this Agreement shall be deemed to have

been modified or waived by any act or acquiescence on the part of Disclosing Party, the Receiving Party, their agents, or employees, but only by an instrument in writing signed by an authorized employee of Disclosing Party and the Receiving Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.

6.4 If either Disclosing Party or the Receiving Party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover all its costs, expenses, and attorney fees. This Agreement shall be construed and controlled by the laws of the State of Tennessee without giving effect to its conflict of laws principles to the contrary. Each party consents to the exclusive jurisdiction and venue of the U.S. District Courts for the Middle District of Tennessee. Both parties waive all defenses of lack of personal jurisdiction and forum non conveniens.

6.5 This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all, substantially all, or a substantial part of the business or assets of such party). In the case of the purchase, merger, consolidation or other transfer of a party’s business or assets, such party shall notify the other party in writing prior to the transfer of any Confidential Information, and the successor to the original party shall expressly be bound by all of the terms and conditions of this Agreement as if it were an original party hereto. The parties acknowledge and agree that all Affiliates of each party hereto are express third party beneficiaries of the provisions of this Agreement, and that such Affiliates will be entitled to directly enforce all such provisions hereof against the other party as if it were a party hereto.

6.6 If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.

6.7 Either party may terminate this Agreement with or without cause upon thirty (30) days prior written notice to the other party. All sections of this Agreement relating to the rights and obligations of the parties concerning Confidential Information disclosed during the term of the Agreement shall survive any such termination.

Last Modified: April 10, 2025