Confidentiality Protocol

1. Parties and Binding Effect

This Protocol is entered into between E-Tech Holdings, LLC, a Texas limited liability company operating under the trade name Valreti ("Valreti," "we," "us," or "our"), and any individual, entity, or representative thereof (collectively, "Receiving Party") who receives, accesses, or is exposed to Confidential Information in connection with any engagement, introduction, mandate, or inquiry involving Valreti.

This Protocol is binding upon the Receiving Party from the moment of first contact and does not require a separate signed instrument to be enforceable. Where a separate non-disclosure agreement ("NDA") is executed, both instruments shall apply, and any conflict shall be resolved in favor of the more protective provision.

2. Definition of Confidential Information

"Confidential Information" means all non-public information disclosed by Valreti or any party introduced through Valreti, whether disclosed orally, in writing, electronically, or by any other means, including but not limited to:

• The identity, contact details, and professional background of any counterparty, potential investor, target company, or other principal
• The existence, nature, structure, financial terms, or status of any actual or potential transaction, mandate, or engagement
• Business plans, financial statements, projections, valuations, capitalization tables, and operational data
• Legal structures, ownership information, regulatory filings, and corporate governance details
• Strategic intentions, acquisition criteria, investment mandates, and market entry plans
• The fact that any party is considering, pursuing, or has declined a transaction
• All communications between the parties, whether written, verbal, or electronic
• Any notes, analyses, summaries, or derivative works prepared by the Receiving Party based on the foregoing

Confidential Information shall be presumed to be confidential unless Valreti expressly states otherwise in writing.

3. Verbal Pre-Clearance Standard

Valreti operates a strict verbal pre-clearance protocol. No party's identity, company name, deal parameters, or any other Confidential Information will be disclosed to any counterparty until explicit pre-clearance has been obtained from the disclosing party. This standard applies regardless of the perceived urgency, maturity, or commercial sensitivity of a transaction.

Any disclosure made by Valreti in breach of this standard shall not constitute a waiver of confidentiality obligations and shall not entitle the Receiving Party to further disclose such information.

4. Obligations of the Receiving Party

The Receiving Party agrees to:

• Hold all Confidential Information in strict confidence and protect it with at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care
• Use Confidential Information solely for the purpose of evaluating the specific transaction or opportunity to which it relates and for no other purpose whatsoever
• Not disclose Confidential Information to any third party without the prior written consent of Valreti and, where applicable, the party whose information is being disclosed
• Limit internal disclosure to those employees, advisors, or representatives who have a strict need to know and who are bound by confidentiality obligations no less protective than those set forth herein
• Not use Confidential Information to circumvent, compete with, or otherwise disadvantage Valreti or any party introduced through Valreti
• Immediately notify Valreti in writing upon becoming aware of any unauthorized disclosure or use of Confidential Information

5. Non-Circumvention

The Receiving Party agrees that it will not, directly or indirectly, contact, solicit, negotiate with, or enter into any agreement or transaction with any party introduced by Valreti without Valreti's involvement and without fulfilling all fee obligations owed to Valreti under any applicable mandate agreement.

This non-circumvention obligation survives for a period of 36 months from the date of any introduction made by Valreti, regardless of whether a formal engagement agreement was executed. Any transaction completed within this period with a Valreti-introduced party shall entitle Valreti to its full agreed compensation as if Valreti had been actively involved.

The Receiving Party acknowledges that a breach of this provision would cause irreparable harm to Valreti for which monetary damages alone would be an inadequate remedy, and that Valreti shall be entitled to seek injunctive relief in addition to all other available remedies.

6. Non-Solicitation

During the term of any engagement and for a period of 24 months thereafter, the Receiving Party shall not, directly or indirectly, solicit, recruit, or engage any employee, partner, advisor, or representative of Valreti, or induce any such person to terminate their relationship with Valreti.

7. Return and Destruction of Information

Upon written request by Valreti, or upon the conclusion or termination of any engagement, the Receiving Party shall promptly return or certifiably destroy all Confidential Information in its possession or control, including all copies, extracts, and derivative works, and shall provide written certification of such destruction within five business days of the request.

8. Duration of Obligations

Confidentiality obligations under this Protocol survive indefinitely with respect to information that constitutes a trade secret under applicable law, and for a period of five years from the date of disclosure with respect to all other Confidential Information. The non-circumvention and non-solicitation obligations are subject to the specific durations set forth in Sections 5 and 6 respectively.

9. Exceptions

Confidentiality obligations do not apply to information that the Receiving Party can demonstrate by clear and convincing written evidence:

• Was already known to the Receiving Party at the time of disclosure, free of any obligation of confidentiality
• Is or becomes publicly available through no act, omission, or fault of the Receiving Party
• Is independently developed by the Receiving Party without use of or reference to the Confidential Information
• Is received from a third party lawfully entitled to disclose it without restriction

Disclosure required by applicable law, court order, or regulatory authority shall not constitute a breach of this Protocol, provided that the Receiving Party gives Valreti prompt prior written notice of such requirement (to the extent permitted by law), cooperates with Valreti in seeking a protective order or other appropriate relief, and discloses only the minimum amount of information legally required.

10. Remedies

The Receiving Party acknowledges that any breach or threatened breach of this Protocol would cause immediate and irreparable harm to Valreti that cannot be adequately compensated by monetary damages alone. Accordingly, Valreti shall be entitled to seek emergency injunctive relief, specific performance, and any other equitable remedy available under Texas law without the requirement of posting bond or other security. These remedies are cumulative and in addition to, not in lieu of, any other rights or remedies available at law or in equity.

In the event of any breach, the Receiving Party shall be liable for all damages suffered by Valreti, including but not limited to lost fees, lost business opportunities, reputational harm, and all reasonable legal fees and costs incurred by Valreti in enforcing its rights under this Protocol.

11. No License or Warranty

Nothing in this Protocol grants the Receiving Party any right, license, or interest in any Confidential Information, intellectual property, or other proprietary right of Valreti or any third party. All Confidential Information is provided strictly for evaluation purposes. Valreti makes no representation or warranty as to the accuracy, completeness, or fitness for any purpose of any Confidential Information, and shall not be liable for any reliance thereon.

12. Governing Law and Dispute Resolution

This Protocol shall be governed exclusively by the laws of the State of Texas, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Protocol shall be resolved exclusively in the state or federal courts located in Harris County, Texas, and each party irrevocably submits to the personal jurisdiction of such courts.

In any action to enforce this Protocol, the prevailing party shall be entitled to recover all reasonable legal fees, court costs, and other expenses incurred in connection with such action.

13. Entire Agreement and Amendment

This Protocol, together with any separately executed NDA or mandate agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written understandings. This Protocol may not be amended or modified except by a written instrument signed by an authorized representative of Valreti. No waiver of any provision shall be effective unless made in writing and signed by Valreti, and no waiver shall be construed as a waiver of any future breach.

14. Severability

If any provision of this Protocol is found to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remainder of this Protocol shall continue in full force and effect.

15. Contact

Questions or notices regarding this Protocol should be directed to Valreti at inquiries@valreti.com or at 520 Post Oak Blvd, Suite 710, Houston, TX 77027.