NON-DISCLOSURE AGREEMENT

Mutual Confidentiality & Non-Disclosure Agreement

Recipient Type: Prospective Investor

This Non-Disclosure Agreement ("Agreement") is entered into as of 1 October 2026 ("Effective Date"), by and between:

Each party may be referred to individually as a "Party" and collectively as the "Parties".

RECITALS

WHEREAS Bodycorp360 has developed a proprietary cloud-based body corporate and homeowners' association management platform, related technology, business strategies, and intellectual property; and WHEREAS the Recipient desires to receive certain confidential information for the purpose of evaluating a potential prospective investor relationship with Bodycorp360 (the "Purpose"); NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the Parties agree as follows:

1. DEFINITION OF CONFIDENTIAL INFORMATION

1.1 "Confidential Information" means any and all non-public information, data, or material disclosed by Bodycorp360 to the Recipient, whether disclosed orally, in writing, electronically, visually, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information includes, without limitation:

• Business plans, financial projections, and commercial strategies;
• Software source code, architecture, technical designs, APIs, and system specifications;
• Customer data, pricing, and client lists;
• Marketing strategies, roadmaps, and product development plans;
• Investor presentations, pitch decks, and financial models;
• Any information related to partnerships, merger or acquisition discussions, or fundraising activities.

1.2 Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Recipient; (b) was rightfully in the Recipient's possession prior to disclosure; (c) is independently developed by the Recipient without use of Confidential Information; or (d) is disclosed with Bodycorp360's prior written consent.

2. OBLIGATIONS OF THE RECIPIENT

2.1 The Recipient agrees to:

• Hold all Confidential Information in strict confidence and protect it using at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care;
• Use the Confidential Information solely for the Purpose defined in this Agreement;
• Not disclose, reproduce, summarise, or distribute any Confidential Information to any third party without the prior written consent of Bodycorp360;
• Limit access to Confidential Information to those of its employees, agents, or advisors who have a strict need to know for the Purpose and are bound by confidentiality obligations no less protective than those set out herein.

2.2 The Recipient shall promptly notify Bodycorp360 in writing upon becoming aware of any actual or suspected unauthorised disclosure or use of Confidential Information.

3. INTELLECTUAL PROPERTY

3.1 Nothing in this Agreement shall be construed as granting the Recipient any rights, licences, or interests in or to any Confidential Information, intellectual property, or technology of Bodycorp360, whether by implication, estoppel, or otherwise.

3.2 All Confidential Information remains the exclusive property of Bodycorp360. The Recipient acquires no ownership rights to any Confidential Information by virtue of this Agreement.

4. NON-SOLICITATION

4.1 During the term of this Agreement and for a period of twenty-four (24) months thereafter, the Recipient shall not, directly or indirectly, solicit, recruit, or attempt to employ any employee, contractor, or consultant of Bodycorp360 who was introduced to or became known to the Recipient in connection with the Purpose, without the prior written consent of Bodycorp360.

5. NON-COMPETE

5.1 For the duration of this Agreement and for a period of twelve (12) months following termination, the Recipient agrees not to develop, market, or distribute any product or service that directly competes with Bodycorp360's platform, using knowledge or insights gained through access to Confidential Information under this Agreement, without the prior written consent of Bodycorp360. This clause applies only to the extent permitted by applicable law.

6. COMPELLED DISCLOSURE

6.1 If the Recipient is required by law, court order, or regulatory authority to disclose any Confidential Information, the Recipient shall: (a) provide Bodycorp360 with prompt written notice of such requirement prior to disclosure, to the extent legally permissible; (b) cooperate with Bodycorp360 in seeking a protective order or other appropriate remedy; and (c) disclose only the minimum amount of Confidential Information required by law.

7. RETURN OR DESTRUCTION OF INFORMATION

7.1 Upon request by Bodycorp360, or upon termination of this Agreement, the Recipient shall promptly return or certify the destruction of all Confidential Information and any copies, notes, or extracts thereof, in any form or medium. Digital copies shall be permanently deleted and such deletion confirmed in writing to Bodycorp360.

8. TERM AND TERMINATION

8.1 This Agreement shall commence on the Effective Date and remain in force for a period of three (3) years, unless earlier terminated by either Party upon thirty (30) days' written notice to the other.

8.2 The obligations of confidentiality set out in this Agreement shall survive termination and continue for a period of five (5) years following the date of termination.

9. REMEDIES

9.1 The Recipient acknowledges that any breach of this Agreement may cause irreparable harm to Bodycorp360 for which monetary damages may be inadequate. Accordingly, Bodycorp360 shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity, without the requirement to post bond or prove actual damages.

10. GOVERNING LAW & JURISDICTION

10.1 This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa. Any dispute arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts of South Africa.

11. GENERAL PROVISIONS

• Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior discussions, representations, or understandings.
• Amendments: No amendment to this Agreement shall be valid unless made in writing and signed by both Parties.
• Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: Failure by either Party to enforce any provision shall not constitute a waiver of future enforcement rights.
• No Partnership: Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or franchise relationship between the Parties.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the Effective Date written above. By signing below, each Party confirms that they have read, understood, and agree to be bound by the terms of this Agreement.