CIVORO PRIVATE MEMBERSHIP
NON-DISCLOSURE, CONFIDENTIALITY & CONDUCT AGREEMENT

This Non-Disclosure, Confidentiality, and Conduct Agreement (“Agreement”) is entered into by and between Civoro, Inc. (“Civoro”) and the undersigned Member (“Member”). Participation in Civoro is conditioned upon the Member’s full and unconditional acceptance of all terms and conditions contained herein.

1. PURPOSE

Civoro operates a private membership organization that shares highly confidential, proprietary, and sensitive information. This Agreement establishes the Member’s irrevocable obligations to safeguard all Confidential Information and to conduct themselves in a manner that protects Civoro’s interests.

2. DEFINITION OF CONFIDENTIAL INFORMATION

“Confidential Information” includes all information, whether oral, written, electronic, visual, or otherwise, disclosed to, accessed by, or obtained by the Member, including but not limited to:

• Membership records, personal information, applications, communications, and internal documents;
• Business plans, strategies, financial data, trade secrets, proprietary methodologies, and operational procedures;
• Communications or content shared within Civoro platforms, including forums, chats, emails, and private correspondence;
• Any information which a reasonable person would understand to be confidential under the circumstances.

3. EXCLUSIONS

Confidential Information does not include information that:

• Becomes publicly available without the Member’s breach of this Agreement;
• Was lawfully in the Member’s possession prior to disclosure by Civoro;
• Is independently developed by the Member without use of or reference to Confidential Information;
• Is lawfully obtained from a third party with the unrestricted right to disclose it.

4. NON-DISCLOSURE AND USE RESTRICTIONS

The Member agrees to:

• Hold all Confidential Information in the strictest confidence;
• Not disclose, publish, transmit, or disseminate Confidential Information to any third party, directly or indirectly, except as expressly authorized in writing by Civoro;
• Use Confidential Information solely for legitimate participation in Civoro;
• Employ no less than reasonable care to prevent unauthorized disclosure or use.

These obligations survive indefinitely, including after resignation, expulsion, or termination from Civoro.

5. ABSOLUTE PROHIBITION ON DISCLOSURE TO THIRD PARTIES

5.1 No Voluntary Disclosure

The Member shall not, under any circumstances, disclose or make available—whether directly or indirectly—any information regarding Civoro, its Members, operations, practices, or Confidential Information to:

• Government agencies;
• Law enforcement;
• Regulatory bodies;
• Courts, judicial officers, or subpoenaing entities;
• Attorneys, legal counsel, consultants, or representatives;
• Media, press, journalists, or any third parties;

without prior explicit written authorization issued by Civoro’s Board via the official Board Email. This prohibition is absolute, applies indefinitely, and remains in effect after termination. Any unauthorized disclosure constitutes a material and willful breach of this Agreement.

5.2 Mandatory Notice Requirement

If the Member receives a subpoena, court order, regulatory notice, or similar legal demand, the Member must:

1. Immediately notify Civoro in writing via the official Board Email;
2. Provide Civoro with a complete copy of the legal request;
3. Allow Civoro reasonable opportunity to seek a protective order or other remedy;
4. Disclose only the information expressly required, and only after written authorization from Civoro.

6. CONSENT FOR DISCLOSURES

No disclosure of Confidential Information may occur except with express written authorization from Civoro’s Board or as required under Section 5.2 and explicitly approved in writing by Civoro.

7. RETURN OR DESTRUCTION OF MATERIALS

Upon request or upon termination of membership, the Member shall return or destroy all Confidential Information and certify such return or destruction in writing.

8. TERM & SURVIVAL OF CONFIDENTIALITY

This Agreement remains in effect for the duration of membership and survives indefinitely following resignation, expulsion, or termination. Confidentiality obligations continue for as long as the information retains confidential or proprietary value.

9. REMEDIES & LIQUIDATED DAMAGES

9.1 Irreparable Harm

The Member acknowledges that any unauthorized disclosure or misuse of Confidential Information will cause Civoro irreparable harm, for which monetary damages alone are insufficient.

9.2 Liquidated Damages

The Member agrees that each breach of this Agreement shall result in liquidated damages of Forty Million United States Dollars (US $40,000,000) per breach. The Member acknowledges that this amount constitutes a reasonable pre-estimate of damages, not a penalty. Each breach constitutes a separate violation.

9.3 Additional Remedies

Civoro may pursue any legal or equitable remedy available, including injunctive relief, specific performance, and recovery of attorneys’ fees and costs.

10. ATTORNEYS’ FEES

Notwithstanding anything to the contrary herein, in any action brought to enforce or interpret this Agreement, the legal counsel representing Civoro shall be the sole party entitled to recover attorneys’ fees, costs, and expenses, and only in the event that Civoro is determined to be the prevailing party.

11. NO LICENSE

Nothing in this Agreement grants the Member any rights or licenses to Civoro’s intellectual property.

12. ACKNOWLEDGMENT OF SENSITIVITY

The Member acknowledges the exceptionally sensitive nature of Civoro’s Confidential Information and agrees that strict compliance is essential to protecting Civoro’s legitimate interests.

13. GOVERNING LAW & VENUE

This Agreement shall be governed by the laws of the jurisdiction selected by Civoro inc. for purposes of convenience, and member consents to the jurisdiction and venue selected by Civoro for any dispute arising from or relating to this Agreement.

14. SEVERABILITY

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. ASSIGNMENT

The Member may not assign this Agreement. Civoro may assign its rights to any affiliate, successor, or related entity.

16. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between Civoro and the Member and supersedes all prior agreements. Amendments must be issued in writing from Civoro via the official Board Email.

17. NOTICES

All notices to Civoro shall be sent to the official Board Email listed on the Civoro website unless otherwise specified in writing.