MUTUAL CONFIDENTIALITY AGREEMENT

In connection with your potential business relationship with Engineer.ai Corp., a Delaware corporation and, or its affiliates (collectively, “Builder.ai” or “Builder”), we are pleased to present to you (the “Company”) with this Mutual Confidentiality Agreement (the “Agreement”). This Agreement will be effective when both parties have signed it. The “Effective Date” of this Agreement is the date it is signed by the last party to sign it.

In accordance with the Purpose (defined below), each party (the “Disclosing Party”) may share Confidential Information with the other party (the “Receiving Party”). By the signatures below, the Company and Builder.ai acknowledge that the terms and conditions of this Agreement are supported by the mutual rights and responsibilities created in this Agreement, along with other good and valuable consideration.

This Agreement consists of this Signature Page and Schedule A (Terms and Conditions) attached to this Signature Page and incorporated by reference. When interpreting the Agreement, to the extent that the terms of this Signature Page shall conflict with Schedule A, this Signature Page shall govern.

YOU ARE ENTERING INTO A LEGALLY BINDING AGREEMENT. BY SIGNING OR CLICKING ON “ACCEPT” OR “I ACCEPT” OR “OK” OR “SUBMIT” OR “SEND” OR “CONFIRM” (OR OTHER EQUIVALENTS), YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU HEREBY AGREE TO BE BOUND BY ALL OF ITS PROVISIONS. YOU ALSO CONSENT TO USE OF ELECTRONIC SIGNATURES AND ACKNOWLEDGE YOUR ASSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. THE INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF THE COMPANY HEREBY REPRESENTS THAT HE/SHE HAS THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS.

Agreed to and Accepted: FOR COMPANY	Agreed to and Accepted: FOR BUILDER
By: Title: Name: Date:	By: Title: Name: Date:

SCHEDULE A

TERMS AND CONDITIONS

1. Definition of Confidential Information. “Confidential Information” means (a) any technical and non-technical information related to Disclosing Party’s business and current, future and proposed products and services of Disclosing Party, including for example and without limitation, Disclosing Party’s information concerning research, development, design details and specifications, financial information, procurement requirements, engineering and manufacturing information, customer lists, business forecasts, sales information and marketing plans and (b) any information Disclosing Party has received from others that may be made known to the Receiving Party and which Disclosing Party is obligated to treat as confidential or proprietary, except that information disclosed by Disclosing Party will be considered Confidential Information of Disclosing Party by the Receiving Party, only if the information (a)is provided as information fixed in tangible form or in writing (e.g., paper, disk or electronic mail), is conspicuously designated as “Confidential” (or with some other similar legend) or (b)if provided orally, is identified as confidential at the time of disclosure and confirmed in writing within thirty (30)days of disclosure.

2. Nondisclosure and Nonuse Obligations. Receiving Party will not use any Confidential Information except to the extent necessary for the evaluation and furtherance of business relationship between Builder.ai and the Company, including evaluation of Builder.ai’s unreleased or beta products and services(the “Purpose”), and Receiving Party will not disseminate or in any way disclose any Confidential Information to any person, firm, business or governmental agency or department, except as such disclosure is expressly permitted in this Agreement. Furthermore, neither party may disclose the existence of any negotiations, discussions or consultations in progress between the parties to any person, firm or business or to any form of public media without the prior written approval of the other party. Receiving Party shall treat all Confidential Information with the same degree of care as Receiving Party accords its own Confidential Information, but not less than reasonable care. Receiving Party shall disclose Confidential Information only to those of Receiving Party’s employees, consultants and contractors who need to know the information to assist Receiving Party with respect to the Purpose. Receiving Party certifies that each of its employees, consultants and contractors will have agreed, either as a condition of employment or in order to obtain Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to Receiving Party under this Agreement. Receiving Party shall immediately give notice to the Disclosing Party of any unauthorized use or disclosure of Confidential Information. Receiving Party shall assist the Disclosing Party in remedying the unauthorized use or disclosure of Confidential Information.

3. Exclusions from Nondisclosure and Nonuse Obligations. Receiving Party’s obligations under Section2 (Nondisclosure and Nonuse Obligations) shall not apply to any Confidential Information that Receiving Party can document: (a)was in the public domain at or subsequent to the time the Confidential Information was communicated to Receiving Party by Disclosing Party through no fault of Receiving Party ; (b)was rightfully in Receiving Party’s possession free of any obligation of confidence at or subsequent to the time the Confidential Information was communicated to Receiving Party by the Disclosing Party; (c)was developed by employees or agents of Receiving Party independently of and without reference to any Confidential Information; or (d)was communicated by Disclosing Party to an unaffiliated third party free of any obligation of confidence. A disclosure by Receiving Party of any Confidential Information (a)in response to a valid order by a court or other governmental body; (b)as otherwise required by law; or (c)necessary to establish the rights of either party under this Agreement shall not be considered to be a breach of this Agreement by the Receiving Party; provided, however, that Receiving Party provides prompt prior written notice thereof to the Disclosing Party to enable Disclosing Party to seek a protective order or otherwise prevent the disclosure.

4. Ownership and Return of Confidential Information and Other Materials. All of Disclosing Party’s Confidential Information, and any Derivatives (defined below) thereof, whether created by the Disclosing Party or Receiving Party, are the property of Disclosing Party and no license or other rights to the Disclosing Party’s Confidential Information or Derivatives is granted or implied hereby. For purposes of this Agreement, “Derivatives” shall mean: (a)for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted; (b)for patentable or patented material, any improvement thereon; and (c)for material that is protected by trade secret, any new material derived from the existing trade secret material, including new material which may be protected under copyright, patent and/or trade secret laws. All materials (including, without limitation, documents, drawings, papers, diskettes, tapes, models, apparatus, sketches, designs and lists) furnished by Disclosing Party to Receiving Party (whether or not they contain or disclose Disclosing Party’s Confidential Information) are the property of the Disclosing Party. Within thirty (30) days after any request by Disclosing Party, Receiving Party shall destroy or deliver to Disclosing Party, at Disclosing Party’s option, (a)all -furnished materials by Disclosing Party and (b)all materials in Receiving Party’s possession or control (even if not furnished by Disclosing Party) that contain or disclose any Confidential Information. Receiving Party will provide Disclosing Party a written certification of Receiving Party’s compliance with Receiving Party’s obligations under this Section. Receiving Party may retain materials containing, or making use of, the Confidential Information to the extent such material is (i) contained in computer records or electronically stored files that have been created through the Receiving Party’s customary and automatic back-up procedures and cannot be generally accessed and destroyed using reasonable measures, and/or (ii) required to be retained by law or any applicable governmental or regulatory authority, or internal compliance policy, or to the extent reasonable to permit the Receiving Party to keep evidence that it has performed its obligations under this Agreement.

5. Independent Development. Receiving Party may currently or in the future be developing information internally, or receiving information from other parties that may be similar to the Disclosing Party’s Confidential Information. Accordingly, nothing in this Agreement will be construed as a representation or inference that Receiving Party will not develop or have developed products or services, that, without violation of this Agreement, might compete with the products or systems contemplated by the Disclosing Party’s Confidential Information.

6. Disclosure of Third Party Information. Neither party shall communicate any information to the other in violation of the proprietary rights of any third party.

7. No Representation, Warranty, Liability. All Confidential Information is provided by Disclosing Party “AS IS” and without any representation or warranty, express, implied or otherwise, regarding the Confidential Information’s completeness, accuracy or performance, including without limitation any projections, estimates, budgets or information relating to the assets, liabilities, results of operations, condition (financial or otherwise), customers, suppliers, officers, directors, managers or employees of the Disclosing Party, and neither the Disclosing Party nor any of its officers, directors, employees, consultants, equity holders, affiliates or other professional representatives shall have any liability to Receiving Party or its Representatives relating to or resulting from the selection, consent or use of the Confidential Information. The Disclosing Party and its representatives expressly disclaim any duty (express or implied) to update, supplement or correct any Confidential Information, regardless of the circumstances.

8. No Export. Receiving Party will obtain any licenses or approvals required by governmental authorities prior to exporting, directly or indirectly, any technical data acquired from Disclosing Party pursuant to this Agreement or any product utilizing that data.

9. Term. This Agreement shall expire three (3) years from the Effective Date; provided, however, that Sections 7, 9, and 11 through 14 of this Agreement shall survive any such termination. Notwithstanding any termination of this agreement, to the extent any of the Confidential Information is a trade secret under applicable law, such Confidential Information shall be held in confidence by the Receiving Party and its Representatives for as long as such Confidential Information remains a trade secret under applicable law.

10. No Assignment. Neither party will assign or transfer any rights or delegate any performance under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. All assignments and delegations in violation of the foregoing are void.

11. Injunctive Relief. Receiving Party agrees that any actual or threatened breach of this Agreement by Receiving Party or its Representatives will cause irreparable and continuing damage to Disclosing Party for which money damages are insufficient and, in addition to all other remedies available under applicable law, Disclosing Party shall be entitled to injunctive relief and to a decree for specific performance or other equitable relief (including money damages if appropriate) as a remedy for any such actual or threatened breach, without proof of damages. Receiving Party agrees that it will not oppose the granting of such relief and will waive, and to use best efforts to cause its Representatives to waive, any requirement for the posting of any bond or other security in connection therewith.

12. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (a)by personal delivery, when delivered personally; (b)by overnight courier, upon written verification of receipt; (c)by or facsimile transmission, upon acknowledgment of receipt of electronic transmission; or (d)by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth above or to such other address as either party may provide in writing.

13. Builder Contracting Entity, Notices, Governing Law, and Venue. The Builder entity entering into this Agreement, the address to which Company should direct notices under this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Company is domiciled.

14. Severability. If a court of law holds any provision of this Agreement to be illegal, invalid or unenforceable, (a)that provision shall be deemed amended to achieve an economic effect that is as near as possible to that provided by the original provision and (b)the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

15. Waiver; Modification. If a party waives any term, provision or a party’s breach of this Agreement, such waiver shall not be effective unless it is in writing and signed by the party against whom such waiver is asserted. No waiver by a party of a breach of this Agreement by the other party shall constitute a waiver of any other or subsequent breach by such other party. This Agreement may be modified only if authorized representatives of both parties consent in writing.

16. Entire Agreement. This Agreement constitutes the final and exclusive agreement between the parties with respect to the treatment of Confidential Information disclosed hereunder. It supersedes all agreements, whether prior or contemporaneous, written or oral, concerning the treatment of the Confidential Information.