Non-Disclosure Agreement

Confidentiality and Non-Circumvention Agreement

Effective Date: Date of electronic signature below.

Parties: This Agreement is entered into by and between MorningEdge ("Discloser") and the individual executing this document electronically ("Recipient").

1. Purpose

The Discloser wishes to share proprietary information with the Recipient for the purpose of evaluating and providing feedback on the MorningEdge trading system, scanner methodology, and research documentation (the "Purpose").

2. Definition of Confidential Information

"Confidential Information" means all non-public information disclosed by the Discloser, whether technical, business, or otherwise, including:

• (a) Quant & Logic: Algorithms, scanner parameters, signal thresholds, alpha factors, and position sizing methodologies.
• (b) Machine Learning (ML) Artifacts: Model weights, hyperparameters, feature engineering pipelines, training datasets, and prediction architectures.
• (c) Technical Data: Source code, system architecture, and backtesting results.
• (d) Trade Secrets: Any information deriving independent economic value from being secret.

3. Non-Circumvention

For a period of five (5) years from the Effective Date, the Recipient shall not:

• (i) Use the Confidential Information to execute trades in any financial market for their own account or for third parties.
• (ii) Develop, market, or sell any software or service based on the logic disclosed.
• (iii) Bypass the Discloser to contract with the Discloser's identified brokers or data providers.

4. Obligations, Residuals & Technical Restrictions

The Recipient shall maintain the Information in strict confidence and shall not copy or reverse engineer the Discloser's systems. The use of "Residuals" (information retained in the unaided memory of the Recipient) to compete with the Discloser is strictly prohibited.

The Recipient acknowledges that Confidential Information may be delivered via web-based interfaces, data feeds, or electronic documents. The Recipient is strictly prohibited from: (i) using browser developer tools, decompilers, debuggers, or network inspection tools to extract, modify, or reverse-engineer the underlying logic, data structures, or API endpoints; (ii) automated scraping, harvesting, or programmatic extraction of data outputs; and (iii) attempting to reconstruct scanner logic, model parameters, or signal thresholds from observed outputs. Any such attempt shall be deemed a willful and malicious breach of this Agreement.

5. Term and Survival

• General Information: Obligations shall survive for five (5) years after the last disclosure.
• Trade Secrets: Obligations regarding algorithms, weights, and proprietary logic shall survive indefinitely for as long as the information remains a trade secret under applicable law.

6. Remedies

Recipient acknowledges that a breach will cause irreparable harm. Discloser is entitled to seek injunctive relief and disgorgement of profits (recovery of any trading profits gained through unauthorized use of the Information) without the need to post a bond.

7. Electronic Execution

The parties agree that this Agreement is executed under the ESIGN Act and UETA. The Recipient's electronic signature, captured with accompanying IP address and timestamp, serves as an original signature for all purposes.

8. Governing Law

This Agreement is governed by the laws of the State of Vermont.