Mutual Non-Disclosure Agreement

Effective Date: April 2026

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

Party A: Allan Lacoste, an individual, with a principal address in Las Vegas, Nevada ("Lacoste")

Party B: GIS Workshop, LLC d/b/a gWorks, with a principal address at 3905 South 148th Street, Suite 200, Omaha, NE 68144 ("gWorks")

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

1. Purpose

The Parties wish to explore a potential business relationship related to payment infrastructure advisory and modernization services (the "Purpose"). In connection with the Purpose, each Party may disclose certain confidential and proprietary information to the other.

2. Definition of Confidential Information

"Confidential Information" means any and all non-public information disclosed by one Party to the other, whether orally, in writing, electronically, or by inspection, including but not limited to: business plans, financial data, processing statements, merchant data, pricing, technical specifications, API documentation, software architecture, customer lists, vendor agreements, trade secrets, and any other information that a reasonable person would consider confidential given the nature of the information and the circumstances of disclosure.

3. Obligations

1. Each Party agrees to hold the other Party's Confidential Information in strict confidence and not to disclose such information to any third party without the prior written consent of the disclosing Party.
2. Each Party shall use the Confidential Information solely for the Purpose and shall not use it for any other purpose.
3. Each Party shall protect the Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
4. Confidential Information may be disclosed to employees, contractors, and advisors of the receiving Party who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein.

4. Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was already known to the receiving Party prior to disclosure; (c) is independently developed by the receiving Party without use of the Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.

5. Required Disclosure

If a Party is required by law, regulation, or court order to disclose Confidential Information, such Party shall promptly notify the disclosing Party (to the extent permitted by law) and cooperate to seek a protective order or other appropriate remedy.

6. Term

This Agreement shall remain in effect for a period of two (2) years from the Effective Date. The confidentiality obligations shall survive termination of this Agreement for a period of two (2) years following any disclosure of Confidential Information.

7. Return of Materials

Upon termination of this Agreement or upon request of the disclosing Party, the receiving Party shall promptly return or destroy all Confidential Information and any copies thereof, and shall certify in writing that it has done so.

8. No License or Obligation

Nothing in this Agreement grants either Party any rights to the other Party's intellectual property. Neither Party is obligated to enter into any further agreement or business relationship as a result of this Agreement.

9. Remedies

Each Party acknowledges that a breach of this Agreement may cause irreparable harm for which monetary damages would be inadequate. Accordingly, either Party may seek injunctive or equitable relief in addition to any other remedies available at law.

10. Governing Law

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

11. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements.