Founder NDA & Non-Compete

1. Parties and Purpose

This Agreement is entered into between Desmond Otieno Odhiambo (the "Founder") and ClearGlass Inc. (the "Corporation"), an Ontario corporation.

The purpose of this Agreement is to protect the Corporation's confidential information, trade secrets, and competitive position in the cybersecurity and AI technology market, while acknowledging that the Founder is also the sole director, officer, and shareholder of the Corporation, and that this Agreement governs obligations that arise in those capacities as well as any future employment relationship.

2. Confidential Information

"Confidential Information" means all non-public information relating to the Corporation's business, disclosed to or obtained by the Founder in any capacity, including:

• Source code, algorithms, AI models, and technical architectures
• Security methodologies, detection logic, and operational playbooks
• Client lists, client data, client security postures, and engagement terms
• Pricing, business strategies, roadmaps, and financial data
• Personnel information, compensation structures, and HR data
• Investor information, cap table, and fundraising strategies
• Pending patents, trade secrets, and proprietary frameworks
• Any information marked "Confidential" or that a reasonable person would understand to be confidential given its nature and circumstances of disclosure

3. Confidentiality Obligations

The Founder agrees to:

• Hold all Confidential Information in strict confidence and not disclose it to any third party without prior written authorization from the Board of Directors
• Use Confidential Information only for the benefit of the Corporation in the course of authorized activities
• Apply at minimum the same standard of care as is used to protect the Founder's own most sensitive information, but no less than reasonable care
• Not copy, extract, or reproduce Confidential Information except as reasonably required for the Corporation's business
• Promptly notify the Corporation of any unauthorized disclosure or access to Confidential Information

4. Trade Secrets

The Founder acknowledges that the following constitute trade secrets of ClearGlass Inc. and are subject to the highest degree of protection under this Agreement and applicable law:

• The ARTEMIS threat detection algorithms and model weights
• The GUARDIAN AI engine architecture and proprietary detection logic
• The NEXUS risk scoring methodology and data pipelines
• All OSINT collection methodologies and intelligence sources
• Client vulnerability data and security posture assessments
• Proprietary zero-trust implementation frameworks

Misappropriation of trade secrets may constitute a criminal offence under Canadian law and may also give rise to civil liability under Ontario common law and applicable trade secret legislation.

5. Non-Competition

During the non-compete period, the Founder agrees not to, directly or indirectly:

• Own, manage, operate, control, be employed by, or consult for any person or entity that directly competes with ClearGlass Inc. in Ontario
• Solicit or accept business from current or former clients of the Corporation on behalf of a competitor
• Use Confidential Information to establish or assist a competing business

This restriction applies only to direct competition with ClearGlass Inc.'s active service lines, and does not prohibit the Founder from working in technology generally or in non-competing areas of cybersecurity or AI.

6. Non-Solicitation

For a period of 24 months following cessation of involvement with the Corporation, the Founder agrees not to:

Employee Non-Solicitation

Solicit, recruit, or hire any employee, officer, director, or contractor of ClearGlass Inc., or encourage any such person to terminate their engagement with the Corporation.

Client Non-Solicitation

Solicit business from, or accept business from, any client of ClearGlass Inc. that the Founder had material contact with during the 12 months preceding departure, where such business would be competitive with ClearGlass's services.

7. Exceptions and Carve-Outs

The obligations in this Agreement do not apply to information that:

• Is or becomes generally available to the public through no breach of this Agreement by the Founder
• Was known to the Founder prior to disclosure by or on behalf of the Corporation, as evidenced by pre-existing written records
• Is independently developed by the Founder without reference to Confidential Information
• Is required to be disclosed by law, court order, or regulatory requirement (provided the Founder gives the Corporation prompt written notice and cooperates to seek a protective order)

8. Remedies

The Founder acknowledges that breach of this Agreement would cause irreparable harm to the Corporation for which monetary damages alone would be an inadequate remedy. Accordingly, the Corporation shall be entitled to seek:

• Injunctive or other equitable relief without posting a bond or proving actual damages
• Specific performance
• Monetary damages including lost profits and disgorgement of profits derived from breach
• Recovery of reasonable legal fees and costs in any successful enforcement action

9. Term and Survival

This Agreement is effective upon execution and remains in effect for the duration of the Founder's involvement with the Corporation. The following provisions survive termination:

• Confidentiality obligations — perpetual (trade secrets) / 5 years (other Confidential Information)
• Non-competition — 24 months post-departure
• Non-solicitation — 24 months post-departure
• Remedies — survive indefinitely

10. Governing Law

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any dispute shall be resolved in the courts of Ontario.

If any provision of this Agreement is held by a court to be unenforceable, the court may modify such provision to the minimum extent necessary to make it enforceable, and all other provisions shall remain in full force. Severability applies to each restriction independently.