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CONFIDENTIALITY AGREEMENT
THIS CONFIDENTIALITY AGREEMENT (the “Agreement”) is made and entered into as of the date set forth next to the Company signature on signature page hereto (the “Effective Date”) between eVERTIPORTS International Corporation, a Wyoming corporation (the “Company”), and the receiving party as indicated on the signature page as (the “Recipient”). The Company and Recipient are sometimes referred to herein separately as a “Party” and together as the “Parties.”
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
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1. Confidential Information. Recipient is considering a vendor supplier relationship with the Company and/or advising Company on various matters as may be requested by Company. In connection therewith the Company is prepared to allow access to certain confidential, non-public, proprietary and/or trade secret information and materials pertaining to the Company (the “Confidential Information”)
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2. Excluded Information.
(a) Confidential Information shall not include information that: (i) is or becomes generally available to the public,; (ii) is independently derived by, through or on behalf of Recipient without the aid, application, or use of any Confidential Information; or (iii) is lawfully obtained and made available to Recipient by, through or on behalf of a third party.
(b) Confidential Information that is or becomes subject to disclosure in order to comply with any civil, criminal, or administrative compulsory legal process, any judgment, order, or decree issued by any judge, arbitrator, magistrate, judicial, administrative or quasi-judicial officer, or any law or regulation applicable to Recipient or the Offering, shall remain Confidential Information and not lose its status as such by virtue of any compliance or attempted compliance therewith by, through or on behalf of Recipient.
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3. Treatment of Confidential Information. . Recipient shall not provide access, disclose, publish, distribute, transmit to or otherwise share in any form any Confidential Information whatsoever to or with any person other than its Representatives who require access to the Confidential Information for the purpose of evaluating Company opportunity and who have a legal duty and/or obligation to Recipient with respect to the Confidential Information. At all times while the Confidential Information is in (or deemed to be in) its possession, custody or control, Recipient shall use commercially reasonable efforts to safeguard the Confidential Information with the same degree of care Recipient uses with its own confidential, non-public, proprietary and/or trade secret information.
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4. Non-Circumvention. During the Term, without the prior written consent of the Company, Recipient shall not, directly or indirectly, solicit, accept, commit to, support, promote, plan, pursue, participate or engage in (or attempt any of the aforementioned):
(a) any action, course of conduct, transaction or series of transactions involving or relating to, or designed or intended to involve or relate to, any aspect of the Company, its business or operations or;
(b) any communications, regardless of the mode or the manner in which such communications may arise or be conducted, with, involving or relating to, or designed or intended to involve or relate to, any former, current, or future person involved or associated with the Company Recipient hereby covenants and agrees not to make any commercial or non-commercial use whatsoever of the Confidential Information, whether or not to the detriment of the Company.
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5. Subpoena or Court Order. Recipient shall notify the Company promptly after its receipt of any notice, demand, subpoena or other compulsory legal process requiring or purporting to require the disclosure of all or any part of the Confidential Information. Except to the extent prohibited by applicable law, Recipient shall provide the Company with a copy of each such notice, demand, subpoena or process. The Company shall reimburse Recipient on demand for all reasonable legal fees and expenses incurred by Recipient in providing such reasonable cooperation hereunder.
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6. Term of Agreement. This Agreement shall be in force and effect for a period of two (2) years from the Effective Date. Within ten (10) Business Days after receiving a written request from the Company, Recipient will return all Confidential Information (and all copies thereof) to the Company or, at the election of the Recipient, destroy all Confidential Information and certify such destruction to the Company.
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7. Intellectual Property. Nothing expressed in or implied by the terms of this Agreement is intended, nor shall be construed, as granting, conferring, or otherwise conveying or assigning any ownership, rights, licenses, interests, or permissions of any nature or type whatsoever in or to the Real Property and/or any other tangible or intangible assets or properties of the Company, all of which are and shall remain the sole property of the Company.
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8. Indemnity - THIS SECTION INTENTIALLLY LEFT BLANK
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9. Governing Law; Notices.
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(a) This Agreement and all matters pertaining to the validity, interpretation and enforcement of its terms and the rights and duties of the Parties arising in connection herewith shall be governed by the statutory and common law of the State of Wyoming (the “Governing Law”).
(b) Any notice or demand which may be given or required by this Agreement shall be in writing and properly delivered if sent to a Party at its address indicated herein below (or such other address as furnished to the other Party in writing in accordance herewith) using any of the following methods, with the deemed effective date/time of receipt as indicated:
(i) by email (ii) by personal messenger or courier, with the deemed date/time of receipt being the time of physical written signature/receipt; (iii) by national overnight delivery service (e.g., FedEx, UPS, DHL), with the deemed date/time of written confirmation of receipt being one (iv) by certified or registered U.S. mail with return receipt card signed, with the deemed date/time of receipt being the earlier of four (4) Business Days after the date of deposit with the U.S. Postal Service, or the time of physical delivery indicated on the return receipt card. In each case where physical delivery is made under clauses (ii) and (iii) hereof, in order for notice to be valid such delivery must be confirmed by signature of the recipient (or an authorized individual if the recipient is not an individual).
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If to the Company:
eVERTIPORTS International Corporation
1270 6th Avenue
New York, NY 10020
info@e-vertiports.com
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If to Recipient:
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As indicated on signature page
(c) The Parties agree that verbal conversations, SMS/text messaging, and similar forms of instant communication services (e.g., Facebook Messenger, WhatsApp, Signal, Discord, or similar messaging Applications) are acceptable only for communication of ordinary course information, but are not authorized methods for the delivery of notices hereunder. Any purported delivery of notice by such unauthorized methods shall be null and void and of no legal force and effect.
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10. Management of Disputes.
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(a) The Parties irrevocably and unconditionally agree that any and all unresolved Disputes of any nature or type whatsoever that arise from or relate to this Agreement or the validity, interpretation and enforcement of any of its terms and which they are unable to resolve amicably and informally through mutual good faith efforts, shall not be filed in and adjudicated by the public courts of any jurisdiction but instead shall be submitted to (or, if filed in any public court in contravention hereof, then transferred to), presided over, and decided (i) first, by non-binding confidential mediation (“Mediation”), and if such Mediation is abandoned, fails to commence or conclude, or is unsuccessful, then (ii) second, by mandatory binding confidential arbitration (“Arbitration”), in each instance subject to and in accordance with State law.
(b) IN FURTHERANCE HEREOF, EACH PARTY HEREBY (I) IRREVOCABLY AND UNCONDITIONALLY AGREES TO ALL DISPUTES BEING SOLELY AND EXCLUSIVELY SUBMITTED TO, PRESIDED OVER, AND DECIDED BY PRIVATE INDIVIDUALS WHO ARE RETIRED AS FORMER U.S FEDERAL OR STATE JUDGES SERVING AS NEUTRAL MEDIATORS OR ARBITRATORS.
THE PARTIES AGREE TO WAIVE ALL RIGHT TO TRIAL BY JURY.
11. Miscellaneous Provisions. This Agreement represents the entire understanding and agreement of the Parties with respect to the matters contained herein, and may be amended, modified, or waived only by a separate writing executed by Recipient and the Company expressly so amending, modifying, or waiving this Agreement. No failure or delay by the Company in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power, or privilege hereunder. If any provision of this Agreement is found to violate any statute, regulation, rule, order, or decree of any governmental authority, court, agency, or exchange, such invalidity shall not be deemed to affect any other provision hereof or the validity of the remainder of this Agreement, and such invalid provision shall be deemed deleted from this Agreement to the minimum extent necessary to cure such violation. All provisions hereof are binding upon and shall inure as applicable to each Party, any Affiliates, and its and their respective Successors in Interest. Recipient may not assign or otherwise transfer any of its rights or obligations under this Agreement to any third party without the prior written consent of the Company. No permitted assignment shall relieve Recipient of the obligations hereunder. Any assignment in violation of the foregoing shall be deemed null and void ab initio. The respective rights, duties, benefits, obligations, and liabilities of the Parties hereunder will survive the Term of this Agreement until expiration of the statute of limitations applicable thereto. This Agreement may be executed in multiple counterparts, including by digital signatures or facsimile copies, each of which shall be deemed to be an original, but all of which shall constitute one and the same Agreement.
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IN WITNESS WHEREOF, this Agreement is executed and delivered by the Parties as of the Effective Date indicated below.
The Company:
eVERTIPORTS International Corporation
By:
James R. Barnes
Founder, Chairman & CEO
Date:
April 15, 2025
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Any modifications to the provisions of this form not agreed
by the Company in advance will void this Agreement.
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