By entering this site you are agreeing to be bound by this legal agreement (this “Agreement”) which is made as of the date you first entered this site by and between Skylockr Holdings, Inc., its officers, successors and or assigns or as their interests may appear individually and as a potential co-founder of a TBA Delaware for profit entity possibly to be announced or named SkyLockr, Inc. (hereinafter referred to as “SkyLockr Holdings” or “Party”) and YOU,  individually, or through an entity made known to Party or as a visitor to this site and any of its officers, successors and or assigns or as their interests may appear individually, or as a potential co-founder of a TBA Delaware for profit entity possibly to be announced or named SkyLockr, Inc., (hereinafter referred to as “You”, “Visitor(s), User(s)” or “Party(s)”) and that prior to this Agreement, or each visit to this site, that each of the Parties may or may not have recently honored other verbal agreements or otherwise and may have introduced new or any other valuable relationship(s) in the past, that further introduced their companies or team members, associates, successors and or assigns as their interests may appear and or any of their corporate entity(s) or other parties or intellectual property or data of any kind obtained by YOU of which now becomes a Party hereto- as protected information of Party, that is or has been disclosed to YOU by visiting this site or otherwise hereto, (initially will be attached as a link to a website at a later date hereto as known now as “URL Exhibit A”), that can be truthfully modified at anytime by SkyLockr Holdings hereto, to update, bind and bring further meaning to this Agreement of mutual confidentiality, noncompete and nondisclosure for a period not to exceed the later of the date first signed below or eighteen (18) months from the date of mutual separation of business matters, a transaction or series of transactions between the introductions of one to another equally, of any party and with each of the introduced parties in Exhibit A, by the address(es) or home address(es) set forth there and below, to include KYC items of at least full birth names, cell phone numbers and current home addresses by any change, etc or otherwise (collectively, now known herein as the “Parties” and each individually as a “Party” hereto).

1. PURPOSE.  In the course of discussions regarding potential business arrangements between them, each Party may have access to proprietary or Confidential Information (defined herein) of the other Party.

2. NON-DISCLOSURE and RESTRICTIONS ON USE.  Each Party shall use the other Party’s Confidential Information solely to evaluate the potential business arrangements under discussion, and for no other reason.  Each receiving Party (a “Recipient”) shall limit its disclosure of the disclosing Party’s (the “Discloser”) Confidential Information to those of Recipient’s Affiliates, employees, officers, advisors, directors or agents with a need-to-know such information for the purpose of evaluating Recipient’s interest in the business arrangements contemplated hereunder and who have been informed of the terms of this Agreement (collectively, the “Representatives”).  “Affiliate” shall mean any corporation, partnership or other entity that controls, is controlled by or is under common control with a Party, but only so long as control continues to exist and where “control” means ownership, directly or indirectly, of at least fifty percent (50%) of the voting rights in such Party.  All Confidential Information shall remain the exclusive property of the Discloser.  Each Party shall maintain, and shall use prudent methods to cause its Representatives to maintain, the confidentiality and secrecy of the other Party’s Confidential Information.  Each Party shall not, and shall use prudent methods to ensure that its Representatives do not, copy, publish, disclose to a third person, disseminate, or use the Confidential Information (other than pursuant to the terms hereof).  Recipient shall be responsible for any breach of this Agreement by its Representatives.  In addition, if the Confidential Information hereunder may include an archive of data from each Party, at the conclusion of the evaluation of the potential business arrangements under discussion or upon the request of the Discloser, the Recipient shall immediately (i) inhibit all access to any data from the archive; (ii) permanently remove any and all such data from Recipient’s systems; and (iii) delete or return all such data then in its possession or stored on any device within Recipient’s control.  Upon the Discloser’s request, Recipient shall provide written certification from an officer of Recipient that Recipient has complied fully with each of the foregoing requirements.  For the avoidance of doubt, this clause shall survive any termination or expiration of this Agreement. 

3. CONFIDENTIAL INFORMATION.  “Confidential Information” includes: (i) the existence of the discussions or negotiations between the Parties, (ii) information concerning the potential business arrangement or any portion thereof, (iii) the existence of this Agreement, (iv) any other information (whether prepared by a Party, its Affiliate, its Representative or otherwise and whether oral, written or computerized) that either Party or any of its Representatives is exposed to in connection with the potential business arrangement, or that it furnishes to the other Party or its Representatives with respect to the potential business arrangement, including, without limitation, software and content feeds, technical information, trade secrets, business plans, designs, costs, pricing information, customer information, dealer and supplier names, financial information, marketing plans, business opportunities, personnel, research, development and know-how and any information received from others, provided such information as referenced in this subsection is (iv) designated in writing as confidential by Discloser prior to or at the time it is disclosed to Recipient (any such information that is orally disclosed to Recipient shall constitute Confidential Information hereunder if, at the time of disclosure, Discloser declares that it is confidential); or is (v) information which a Party knows or reasonably should know is confidential due to the nature of such information or the circumstances surrounding disclosure.  For the avoidance of doubt Confidential Information includes any information derived from Confidential Information, such as analyses, compilations, data, studies and reports.  The term Confidential Information does not include (i) information which, at the time of disclosure, is in the public domain or is already possessed by Recipient, free of any confidentiality obligation, (ii) information disclosed to Recipient by a third party who, to the best of Recipient’s knowledge, is not under an obligation of confidentiality and (iii) information which is independently developed by Recipient without use of or reference to the Confidential Information, as established by written records.  All documents, summaries, and other tangible Confidential Information, regardless of who produced same, shall be returned to Discloser or destroyed, at Discloser’s option, upon Discloser’s written request or at the conclusion of the potential business arrangements under discussion; provided that Recipient shall be obligated to use commercially reasonable efforts to destroy all Confidential Information in electronic format and further provided, that Recipient need not return or destroy copies retained as part of its standard document retention or IT backup policies, but such copies shall remain subject to the terms of this Agreement. 

4. COMPELLED DISCLOSURE.  In the event that Recipient or any of its Representatives is requested or becomes legally compelled to disclose any of the Confidential Information, Recipient shall (i) promptly provide Discloser with written notice of the existence, terms and circumstances of such a request, (ii) consult with Discloser on the advisability of taking legally available steps (at Discloser's sole expense) to resist or narrow such request, and (iii) if disclosure of such information is required, furnish only that portion of the Confidential Information which Recipient believes it is legally compelled to disclose (such disclosure shall not be deemed a violation of this Agreement) and, further, Recipient shall exercise reasonable efforts to assist Discloser in any reasonable action Discloser might take to seek and obtain reliable assurance that confidential treatment will be accorded the Confidential Information.  Notwithstanding the above, to the extent that Recipient or its Representative is restricted from complying with this section by statute, regulation or court order, Recipient need only comply to the extent not so restricted. 

5. RESERVATION OF RIGHTS.  Nothing in this Agreement shall be construed to prevent Discloser or any of its Affiliates from using in any manner, or disclosing in any way to one or more third parties, any or all of its Confidential Information or from entering into negotiations or agreements with any third party.  Discloser understands that Recipient may currently or in the future be developing information internally, or receiving information from other parties that may be similar to Discloser’s information.  Accordingly, nothing in this Agreement will be construed as a representation or inference that Recipient will not develop products, or have products developed for it, that, without violation of this Agreement, compare with the products or systems contemplated by Discloser’s Confidential Information.  The Parties acknowledge that each reserves the right, in its sole discretion, to (i) reject any and all proposals made by the other Party or any of its Representatives with regard to the potential business arrangement or any portion thereof, (ii) pursue a business relationship or other transaction with another party without prior notice to the other Party, (iii) at any time, change or discontinue all or any portion of the Confidential Information and/or (iv) terminate discussions and negotiations with the other Party and its Representatives at any time and for any reason.  Accordingly, unless and until a mutually acceptable written definitive agreement concerning the potential business arrangements or any portion thereof has been executed by the Parties, neither Party, nor its Representatives, will have any legal obligation of any kind whatsoever with respect to the potential business arrangement or any portion thereof, whether by virtue of this Agreement (other than the obligations of Confidentiality, Non-disclosure or Non-compete - specifically outlined hereunder), any other written or oral expression with respect to the potential business arrangements, any portion thereof, or otherwise. 

6. NO LICENSE GRANTED.  It is understood and agreed by the Parties that nothing in this Agreement is to be construed as a grant of, or as an intention or commitment to grant to Recipient, by implication or otherwise, any right, title or interest, of any nature whatsoever, in or to the Confidential Information belonging to Discloser or any portion thereof, or any products or processes encompassed thereby, or improvements or developments thereon. 100% of Confidential Information as defined will remain as before the execution of this Agreement, unless otherwise defined in a new Agreement thereafter. 

7. DISCLAIMER OF LIABILITY.  THE CONFIDENTIAL INFORMATION, INCLUDING BUT NOT LIMITED TO ANY COPYRIGHTS, TRADEMARKS, PATENTS, ROADMAPS, SPREADSHEETS, DOCS, SOFTWARE, UI/UX AND ANY CONTENT FEEDS, DIGITAL ASSETS OR OTHERWISE, INCLUDED WITHIN THE CONFIDENTIAL INFORMATION, IS PROVIDED “AS IS''.  NOTHING CONTAINED HEREIN, OR IN ANY CONFIDENTIAL INFORMATION SHALL CONSTITUTE ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING ANY WARRANTY OF SEC APPROVAL, REGULATORY APPROVAL, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF PATENT, TRADEMARK OR COPYRIGHT, WITH RESPECT TO THE CONFIDENTIAL INFORMATION. Discloser, as well as its Representatives, shall have no liability to Recipient or Recipient’s Representatives resulting from the use of the Confidential Information by Recipient or its Representatives nor shall Discloser or its Representatives have any liability or responsibility for errors or omissions in, or any decisions made by Recipient in reliance on, any Confidential Information disclosed hereunder.  Any research or development that Recipient performs is done entirely at its own risk and expense.

8. TERM.  This Agreement shall expire on the later of either (i) eighteen (18) months which is (1.5) years from the later date of abrogation hereof or (ii) unless otherwise provided therein, the execution of a definitive written agreement relating to the potential business arrangement or any portion thereof. However, the confidentiality, non-disclosure, non-compete and nonuse obligations arising hereunder shall remain in effect for a period of eighteen (18) months which is (1.5) years from the date of abrogation or separation of the parties in any mutual business Agreement concerning the disclosure of the Confidential Information.

9. GENERAL.  The rights and obligations provided by this Agreement shall take precedence over any specific legends or statements associated with the Confidential Information when received.  Confidential Information, as well as notices and authorizations under this Agreement, shall be transmitted between the Parties at the addresses set forth below, or as otherwise designated, from time to time, by written notice from either Party to the other.  This Agreement contains the entire understanding between the Parties with respect to the subject matter contained herein and supersedes any and all prior or contemporaneous communications from the time of the initial introduction, verbal discussions, implied warranties, representations, agreements and understandings or otherwise between the Parties in the past discussions.  This Agreement shall be binding upon and inure to the benefit of the Parties, their legal representatives, successors and assigns.  The Parties agree that irreparable harm may be caused to Discloser upon the unauthorized use or disclosure of its Confidential Information, business use case processes, roadmaps or otherwise made party hereto in any way and that money damages may not be a sufficient remedy for any such breach of this Agreement by a Party or its Representatives.  Therefore, the other Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, without proof of actual damages or any requirement to post a bond or other security, in the event of any breach or threatened breach of the provisions of this Agreement.  In each case, such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement, but shall be in addition to all other remedies available at law or equity.   

Neither this Agreement, nor any rights granted hereunder may be assigned, transferred, conveyed or encumbered by either Party without the prior written consent of the other.  This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of New Jersey, without reference to conflicts of law’s provisions, and the Parties hereby submit to the exclusive jurisdiction of the federal and/or state courts situated in Morris County, New Jersey or otherwise. Any modifications or amendments to this Agreement shall only become effective if in writing and signed by a duly authorized representative of each Party.  If any provision or clause of this Agreement, or portion thereof, shall be held by any court or other tribunal of competent jurisdiction to be illegal, void, or unenforceable in such jurisdiction, the remainder of such provisions shall not thereby be affected and shall be given full effect, without regard to the invalid portion.  This Agreement is neither intended to create, nor shall it be construed as creating, a joint venture, partnership or other form of business association between the Parties, nor shall it be construed as intending to create an obligation to buy or sell products using or incorporating Confidential Information.  This Agreement may be executed in counterparts (including by facsimile or other means of electronic transmission), each of which shall be deemed to be an original, but both of which shall constitute one and the same agreement.

10. No Offer or Solicitation to Sell Shares or Securities.  Information provided is for informational purposes only and does not constitute an offer or solicitation to sell shares or securities in the Company or any related or associated company. Any such offer or solicitation will be made only by means of the Company’s confidential offering memorandum and in accordance with the terms of all applicable securities and other laws. None of the information or analyses presented are intended to form the basis for any investment decision, and no specific recommendations are intended. Accordingly, this document does not constitute investment advice or counsel or solicitation for investment in any security. This document does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities, nor should it or any part of it form the basis of, or be relied on in any connection with, any contract or commitment whatsoever. The Company expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained herein, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting therefrom.