Non-Disclosure Agreement

Non-Disclosure and Confidentiality Agreement

This Non-Disclosure Agreement ("Agreement") is entered into as of the date of electronic signature below, by and between Smoky Mountain Stargazing LLC, a Tennessee limited liability company ("Disclosing Party"), and the undersigned individual or entity ("Receiving Party").

1. Purpose

The Disclosing Party intends to share certain confidential and proprietary information relating to the Neon Ridge resort project, including but not limited to financial projections, business plans, capital requirements, unit pricing, supplier agreements, revenue models, and operational strategies ("Confidential Information"), for the purpose of evaluating a potential business relationship, investment, or financing arrangement.

2. Definition of Confidential Information

"Confidential Information" means all information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, or by any other means, including but not limited to: financial data, projections, and models; business plans, strategies, and operating procedures; supplier names, pricing, and contract terms; property details, site plans, and development timelines; technology systems, automation designs, and brand assets; customer and market research data; and any other information designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

3. Obligations of Receiving Party

The Receiving Party agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party; (c) use the Confidential Information solely for the purpose of evaluating a potential business relationship with the Disclosing Party; (d) protect the Confidential Information using the same degree of care used to protect its own confidential information, but in no event less than reasonable care; and (e) not copy, reproduce, or distribute the Confidential Information except as necessary for the stated purpose.

4. Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure, as demonstrated by written records; (c) is independently developed by the Receiving Party without use of the Confidential Information; or (d) is disclosed pursuant to a court order or legal requirement, provided the Receiving Party gives prompt notice to the Disclosing Party to allow it to seek protective measures.

5. No License or Obligation

Nothing in this Agreement grants the Receiving Party any rights or license to the Confidential Information, nor does it obligate either party to enter into any further agreement or transaction.

6. Return of Information

Upon request by the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information and any copies thereof, and provide written confirmation of such return or destruction.

7. Term

This Agreement and the obligations herein shall remain in effect for a period of two (2) years from the date of execution, or until the Confidential Information no longer qualifies as confidential, whichever occurs first.

8. Remedies

The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party, and that monetary damages may be insufficient. The Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to any other remedies available at law.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of law provisions. Any disputes arising under this Agreement shall be resolved in the courts of Carter County, Tennessee.

10. Electronic Signature

The parties agree that an electronic signature provided through this form shall have the same legal effect as a handwritten signature. By entering your information and checking the agreement box below, you acknowledge that you have read, understood, and agree to be bound by the terms of this Non-Disclosure Agreement.