Alpha Non-Disclosure Agreement

Effective Date: February 18, 2026 | Version 1.0

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

Michael J Trout, an individual, operating as Foundups G.K. (or its predecessor sole proprietorship pending formal incorporation under the laws of Japan) ("Discloser," "Company," "Foundups," or "we")

and

You, the Alpha Program participant ("Recipient" or "Tester")

CONFIDENTIALITY NOTICE: This Agreement creates legally binding confidentiality obligations. Violation of this NDA may result in immediate termination of access and legal action for damages.

1. Definition of Confidential Information

"Confidential Information" includes, but is not limited to:

All software, code, algorithms, and technical specifications of the Foundups platform
User interface designs, graphics, and visual elements not publicly released
Tokenomics details, economic models, and financial projections
Business strategies, roadmaps, and planned features
Marketing materials, announcements, and launch plans
Any information marked as "Confidential," "Alpha," "Internal," or similar designation
Bug reports, security vulnerabilities, and system weaknesses
Communications between Testers and Foundups staff
The identities of other Alpha Testers
Any information that a reasonable person would understand to be confidential

2. Obligations of Confidentiality

You agree to:

NOT disclose any Confidential Information to any third party without prior written consent from Foundups
NOT post screenshots, videos, or descriptions of the Alpha platform on social media, forums, blogs, or any public or private communication channel
NOT discuss the Alpha Program with any person who has not signed this NDA, including friends, family, colleagues, and media representatives
NOT share your account credentials, invitation codes, or access tokens with any other person
NOT contact media outlets, journalists, influencers, or content creators regarding the Alpha Program
NOT communicate with competitors of Foundups regarding any Confidential Information
Protect Confidential Information with at least the same degree of care you use to protect your own confidential information, but no less than reasonable care
Immediately notify Foundups of any unauthorized disclosure or suspected breach of this Agreement

3. Permitted Disclosures

Confidential Information may be disclosed only:

To Michael J Trout directly, or to individuals he has expressly designated in writing (such as channel partners or service providers)
As required by law, regulation, or court order (provided you give Foundups prompt written notice to allow time to seek protective measures)
With express written permission from Michael J Trout

Note: Foundups currently has no employees. All authorized disclosures must be approved by Michael J Trout personally.

4. Exclusions from Confidential Information

This Agreement does not apply to information that:

Is or becomes publicly available through no fault of yours
Was rightfully in your possession before receiving it from Foundups
Is independently developed by you without use of Confidential Information
Is received from a third party without breach of any obligation of confidentiality

5. Permitted Public References

You may publicly reference or discuss only the following:

Public talks, presentations, or speeches given by Michael J Trout or Foundups representatives
Material publicly available on foundups.com (the public website only)
The general fact that you use or have used Foundups (e.g., "I am a Foundups user")

You may NOT disclose, discuss, or reference:

Any features, functionality, or capabilities not publicly announced
Screenshots, recordings, or descriptions of the Alpha platform interface
Internal communications, feedback sessions, or discussions with Foundups staff
Roadmap items, planned features, or future developments
Performance data, metrics, or testing results
Any information from the member dashboard, internal tools, or restricted areas

6. Duration of Confidentiality

Your confidentiality obligations under this Agreement shall remain in effect for a period of three (3) years from the date of disclosure, or until such time as the information becomes publicly available through authorized release by Foundups, whichever occurs first.

7. Return of Materials

Upon termination of your participation in the Alpha Program, or upon written request by Foundups, you agree to:

Immediately cease all use of Confidential Information
Delete all copies of Confidential Information in your possession
Remove any screenshots, recordings, or documentation you may have created
Certify in writing, if requested, that you have complied with these obligations

8. No License or Rights

This Agreement does not grant you any license, ownership, or intellectual property rights in any Confidential Information. All rights remain exclusively with Foundups.

9. Remedies

You acknowledge that any breach of this Agreement may cause irreparable harm to Foundups and/or Michael J Trout personally for which monetary damages would be inadequate. Therefore, Foundups and Michael J Trout shall be entitled to seek:

Injunctive relief to prevent further breaches
Specific performance of your obligations
Actual damages, including lost profits and reputational harm to Foundups or Michael J Trout
Reasonable attorneys' fees and costs of enforcement
Any other relief available under applicable law

These remedies are cumulative and not exclusive. Michael J Trout may pursue remedies in his individual capacity in addition to any remedies available to Foundups.

10. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Japan.

Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the Fukui District Court in Fukui, Japan.

You irrevocably consent to the personal jurisdiction and venue of the Fukui District Court and waive any objection based on inconvenient forum.

11. Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect. The unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving its intent.

12. Entire Agreement

This NDA, together with the Alpha Terms of Access, constitutes the entire agreement regarding confidentiality between you and Foundups. This Agreement supersedes any prior understandings or agreements regarding confidentiality.

13. Amendment

This Agreement may only be amended by a written document signed by both parties or by Foundups' posting of an updated version with reasonable notice to you.

14. Assignment

You may not assign, transfer, or delegate any of your rights or obligations under this Agreement without the prior written consent of Foundups. Any attempted assignment in violation of this section shall be null and void.

Foundups and Michael J Trout may freely assign, transfer, or delegate any or all of their rights and obligations under this Agreement to any successor, affiliate, or acquirer. Upon such assignment, the assignee shall assume all rights and obligations of Foundups hereunder.

15. No Agency or Partnership

Nothing in this Agreement shall be construed to create any agency, partnership, joint venture, employment, or fiduciary relationship between you and Foundups or Michael J Trout.

16. Waiver

The failure of Foundups or Michael J Trout to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by Foundups or Michael J Trout, as applicable.

17. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved in accordance with the Mandatory Binding Arbitration provisions set forth in Section 11 of the Alpha Terms of Access, which are incorporated herein by reference.

You expressly agree that the arbitration provisions, class action waiver, and dispute resolution procedures of the Alpha Terms of Access apply to all disputes related to this NDA.

18. Contact

For questions regarding this NDA or to report a suspected breach, contact:

Foundups G.K.
Email: legal@foundups.com
LinkedIn: UnDaoDu

ACCEPTANCE: By clicking "I Confirm" on the Alpha Access Disclaimer and creating an account, you acknowledge that you have read, understood, and agree to be bound by this Non-Disclosure Agreement.

This electronic acceptance shall have the same legal effect as a handwritten signature.