To protect certain confidential, proprietary, and/or valuable trade secret Information (as defined below), Miraculous Z.part BidCo Inc. d/b/a Miraculous Corp US for itself and its subsidiaries and affiliates (“MIRACULOUS CORP US”) and the recipient, as a Miraculous Corp US special event invitee, named below for itself and its subsidiaries and affiliates (“Recipient”), (each individually, a “party” and collectively, the “parties”) agree that:

1. The “Effective Date” of this Confidentiality & Non-Disclosure Agreement (“Agreement”) is May 14, 2025. This Agreement governs only Information disclosed by MIRACULOUS CORP US between the Effective Date and three (3) years from the Effective Date and imposes obligations to protect the Information three (3) years from the last date of disclosure hereunder, unless an earlier date is agreed in a writing executed between the parties.
2. The information disclosed by MIRACULOUS CORP US hereunder is described generally as historical, current, and future product, content, special event-based, confidential, proprietary, trade secret, or technical, engineering, financial, and other business information in any format, trade secrets, customer and supplier lists and identifications, terms of sale, price lists, business strategies, product names and identifications, proposed product lines or models, product concepts, ideas, designs and prototypes, computer software, databases, character development, story lines, special event access (whether physical or virtual), and other technical or commercial information which is confidential and proprietary to MIRACULOUS CORP US (“Information”). The Information has independent economic value to MIRACULOUS CORP US from not being readily known by others. MIRACULOUS CORP US developed the Information at considerable expense and has made efforts to maintain its secrecy. The Recipient will use the Information only for the purpose of generating awareness for the event and/or related content releases at the sole discretion and upon prior written approval of MIRACULOUS CORP US.
3. Neither bankruptcy, assignment, attachment, or seizure procedures, nor any lawful rejection of any agreement between the parties shall affect the obligation not to disclose. Upon MIRACULOUS CORP US’s written request, Recipient will (at Recipient’s expense) promptly return and/or destroy all originals and copies of Information received from MIRACULOUS CORP US and certify in writing that all such Information has been returned and/or destroyed. The confidentiality obligations arising hereunder shall bind and inure to the benefit of each party’s respective successors and assigns. If a change of control of Recipient occurs, the Recipient’s confidentiality obligations hereunder remain binding, and Information may not be disclosed to Recipient’s new affiliates or parent without MIRACULOUS CORP US’ prior written consent. Obligations created hereby may not be delegated by operation of law or otherwise, and any attempted delegation shall be void and a breach of this Agreement.
4. Recipient agrees to protect the Information via procedures equal to the strictest procedures it uses to protect its own Information to prevent any: (a) use of Information not authorized herein; (b) dissemination of Information to any employee, agent, other content creators, or relatives of Recipient not on a need-to-know basis and under parallel protection as provided herein; (c) communication of Information to any third party; or (d) publication of Information.
5. Without prior written consent, Recipient shall not disclose to any individual or entity: (a) that MIRACULOUS CORP US has made Information available to Recipient; (b) that discussions or negotiations are occurring or have occurred between the parties; (c) that Recipient has received or will receive an invitation to a MIRACULOUS CORP US special event; or (d) any of the terms, conditions, or other facts related to the Information.
6. MIRACULOUS CORP US may communicate Information either orally, visually, in writing, or in any other tangible form. Recipient shall protect Information: (a) marked or accompanied by documents designating it as “confidential” or equivalent; or (b) identified orally or in writing by MIRACULOUS CORP US as confidential before, during or within ten (10) days after presentation or communication. Failure to mark Information as confidential shall not, by itself, affect its status as Information.
7. This Agreement imposes no obligation on Recipient for Information which Recipient can establish: (a) previously was or becomes known to Recipient free of restrictions imposed hereunder; (b) Recipient disclosed with MIRACULOUS CORP US’ prior written approval; (c) MIRACULOUS CORP US disclosed to a third party without a duty of confidentiality on the third party; or (d) Recipient developed independently without MIRACULOUS CORP US’ Information. If any state or federal legal process requires Recipient to disclose MIRACULOUS CORP US’ Information, Recipient shall notify MIRACULOUS CORP US reasonably in advance so MIRACULOUS CORP US, at its expense, may contest disclosure or seek a protective order.
8. This Agreement imposes no obligation on a party to exchange Information or to purchase, sell, license, transfer or otherwise make use of any technology, services or products based on the Information, and no such obligation shall arise unless and until the parties execute a definitive agreement relating thereto. No party acquires any intellectual property rights hereunder. Nothing herein shall be construed as granting or conferring any rights by license or otherwise in any Information.
9. MIRACULOUS CORP US warrants its right to disclose its Information. Notwithstanding the foregoing, all Information shall be provided “AS IS” and without any express or implied warranties or representations whatsoever.
10. If Recipient uses the Information in a manner that violates securities laws, such use will be deemed a violation of this Agreement. Securities laws prohibit any person or entity who has material, non-public information about a publicly traded company from purchasing or selling securities of such company or communicating such information to any other person or entity which is likely to sell or purchase such securities.
11. Damages for improper disclosure of Information may be irreparable; therefore, MIRACULOUS CORP US may seek equitable relief, including injunctive relief, in addition to all other remedies, provided that no such proceedings shall be sought on an ex parte basis. If MIRACULOUS CORP US prevails in such a dispute, it shall be entitled to recover from Recipient its costs and expenses, including reasonable fees of attorneys and other advisors.
12. For one (1) year from the Effective Date, each party agrees not to employ or solicit for itself or anyone else, any employee of the other party, its subsidiaries and affiliates. This Agreement shall not preclude the hiring of any employee of one party who (i) contacts the other party on his/her own and without the other party’s initiative; (ii) began discussions of possible employment with the other party prior to the Effective Date; (iii) responds to a general employment advertisement by the other party; or (iv) is referred to the other party by an employment agency or other similar entity, provided the other party did not instruct the agency or entity to solicit the employee.
13. MIRACULOUS CORP US may enforce the rights and obligations herein against all Recipients. MIRACULOUS CORP US’s failure to insist in any instance upon strict performance by the other party of any of the terms herein shall not be construed as a waiver of any continuing duty or subsequent failure to perform or delay in performance of any term hereof.
14. This Agreement may be signed, delivered, and/or stored by facsimile or electronic means and in counterparts, each of which is deemed an original and all of which are this one Agreement. The rule of construction that ambiguities are to be resolved against the drafting party will not be employed in interpreting this Agreement. If any provision hereof is held invalid, the remaining provisions shall remain in effect.
15. California law shall govern interpretation and enforcement of this Agreement, regardless of conflict of laws principles. IF A DISPUTE ARISES, THE PARTIES WILL: (a) RESOLVE ALL DISPUTES BY BINDING ARBITRATION HELD IN LOS ANGELES COUNTY, CALIFORNIA BEFORE A SINGLE ARBITRATOR FROM JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC. (“JAMS”); AND (b) WAIVE ANY RIGHT TO CIVIL TRIAL BY JUDGE OR JURY.  Notwithstanding the foregoing, all claims alleging violation of restrictive covenants, mishandling of Information, or transgression of intellectual property rights, shall be subject to the exclusive jurisdiction of California courts (state and federal) in Los Angeles, CA.  Before accepting appointment, the arbitrator shall agree: (a) that the arbitrator’s award shall be made within nine (9) months of filing a notice of intention (or demand) to arbitrate  (but it may be extended by written agreement of the parties); (b) to base any decision or award on governing law; (c) to not award punitive or other damages that are not measured by the prevailing party’s actual damages, except as may be required by statute; and (d) to issue a written award within ten (10) days of concluding the presentation of evidence and briefs.  Judgment may be entered in any court having jurisdiction thereof. The prevailing party shall be entitled to recover its costs and expenses, including reasonable attorney’s fees.
16. The parties hereto are independent contractors. This Agreement shall not create, purport to create, or be construed as creating an agency or partnership relationship and is not assignable or transferable without the prior written consent of the other party hereto. The signatories below represent that they have full authority to enter into this Agreement.