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CAPITAL REFINERY — MUTUAL CONFIDENTIALITY AND EVALUATION AGREEMENT
(Full Evaluation Engagement)

This Mutual Confidentiality and Evaluation Agreement ("Agreement") is entered into as of [Effective Date] ("Effective Date") by and between:

[Client Legal Name], with a principal place of business at [Principal Place of Business] ("Client"),

and

Capital Refinery (operating at capitalrefinery.com) ("Capital Refinery").

Client and Capital Refinery may be referred to individually as a "Party" and collectively as the "Parties."

1) Purpose
The Parties wish to exchange Confidential Information to perform a full diagnostic and evaluation engagement ("Engagement"), which may include but is not limited to: document ingestion, deterministic extraction, investment-record construction, covenant modeling, breach probability, coverage and stress analysis, IC-grade memo production, and interactive decision support — together with any related materials, outputs, and iterative reviews (the "Purpose").

2) Confidential Information
"Confidential Information" means any non-public information disclosed by a Party ("Disclosing Party") to the other ("Receiving Party"), whether in oral, written, electronic, visual, or other form, including without limitation: deal materials, CIMs, credit agreements, loan documents, financial statements, operator data, investor presentations, customer lists, pipeline information, underwriting models, portfolio data, legal documents, economic terms, pricing, product plans, system designs, prompts, outputs, analyses, reports, IC materials, and any derivatives, summaries, or notes.

Confidential Information includes the existence of discussions between the Parties, the fact that the Engagement is being considered or performed, and any output or finding produced during the Engagement.

3) Exclusions
Confidential Information does not include information that the Receiving Party can demonstrate:
 a) is or becomes publicly available through no breach of this Agreement;
 b) was known by the Receiving Party before disclosure by the Disclosing Party;
 c) is received from a third party without breach of any obligation; or
 d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

4) Obligations of Receiving Party
The Receiving Party agrees to:
 a) use Confidential Information only for the Purpose;
 b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no case less than reasonable care;
 c) not disclose Confidential Information except as permitted under Section 5;
 d) maintain reasonable administrative, technical, and physical safeguards, including encryption in transit and at rest for electronic Confidential Information; and
 e) promptly notify the Disclosing Party of any unauthorized use or disclosure of which it becomes aware.

5) Permitted Disclosures
The Receiving Party may disclose Confidential Information only to its employees, officers, directors, advisors, agents, contractors, or affiliates ("Representatives") who have a need to know for the Purpose and are bound by written confidentiality obligations at least as protective as this Agreement. The Receiving Party is responsible for its Representatives' compliance and for any breach by them.

6) Compelled Disclosure
If the Receiving Party is required by law, regulation, subpoena, or court order to disclose Confidential Information, it may do so provided that (to the extent legally permitted) it gives prompt written notice to the Disclosing Party and reasonably cooperates with any effort to obtain confidential treatment or a protective order. The Receiving Party will disclose only what is legally required.

7) No License; Ownership
All Confidential Information remains the property of the Disclosing Party. No rights or licenses are granted under this Agreement except the limited right to use Confidential Information for the Purpose. Capital Refinery retains all right, title, and interest in its pre-existing methods, models, templates, software, scoring systems, prompts, and know-how ("Capital Refinery IP"). Client retains all right, title, and interest in Client materials and any outputs to the extent derived from Client's Confidential Information.

8) Return / Destruction
Upon written request by the Disclosing Party, or within thirty (30) days of termination or completion of the Engagement, the Receiving Party will return or destroy the Disclosing Party's Confidential Information, including copies, summaries, and derivatives, except that the Receiving Party may retain:
 a) one archival copy solely for legal, audit, or compliance purposes; and
 b) anonymized, non-identifying records of the fact of the Engagement for internal portfolio, quality-control, and methodology-improvement purposes.
Routine backups are permitted if not readily accessible and maintained confidentially and deleted in the ordinary course.

9) No Warranty; No Obligation
All Confidential Information is provided "as is." Neither Party makes any representation or warranty as to accuracy or completeness. Outputs of the Engagement are analytical in nature; they do not constitute legal, tax, investment, or fiduciary advice, and neither Party is obligated to proceed with any transaction, engagement, or business relationship.

10) Term and Survival
This Agreement begins on the Effective Date and continues for three (3) years, unless earlier terminated by either Party upon thirty (30) days' written notice. The confidentiality obligations for Confidential Information disclosed during the term survive for five (5) years after the last disclosure; for trade secrets, obligations survive as long as such information remains a trade secret under applicable law. Sections 4, 5, 6, 7, 8, 9, 11, 12, 14, and 15 survive termination.

11) Remedies
Unauthorized disclosure or use may cause irreparable harm for which monetary damages would be inadequate. The Disclosing Party is entitled to seek injunctive or equitable relief, without the requirement of posting a bond, in addition to other remedies available at law or in equity.

12) Data Handling, Security, and AI Systems
 a) Permitted Processing. Client acknowledges Capital Refinery may process provided materials to produce Engagement outputs for the Purpose, including extraction, normalization, scoring, reconciliation, and reporting.
 b) No Training on Client Data. Capital Refinery will not use Client's Confidential Information to train, fine-tune, or otherwise improve a general-purpose model for other customers. Capital Refinery may use aggregated, anonymized, non-identifying metadata about the operation of the Engagement (e.g., latency, error rates) for service improvement.
 c) Sub-processors. Capital Refinery may engage sub-processors (e.g., cloud hosting, inference providers, managed database) to perform the Engagement, provided such sub-processors are bound by confidentiality and security obligations at least as protective as this Agreement. A current list of sub-processors is available on request.
 d) Security Measures. Capital Refinery implements industry-standard administrative, technical, and physical safeguards designed to protect Confidential Information, including encryption in transit (TLS) and at rest, access controls limited to personnel with a need to know, activity logging, and timely patching.
 e) Incident Notification. Capital Refinery will notify Client without undue delay, and in any event within seventy-two (72) hours, of any confirmed unauthorized acquisition, use, or disclosure of Client Confidential Information, and will cooperate reasonably in investigation and remediation.
 f) Outputs. Any reports, summaries, memos, scores, or diagnostic outputs delivered to Client are Confidential Information of Client to the extent they contain or are derived from Client's Confidential Information. Capital Refinery retains all Capital Refinery IP.
 g) Human Review. Capital Refinery may conduct human review of Engagement artifacts for quality, accuracy, and methodology improvement, subject to the confidentiality obligations of this Agreement.

13) Publicity
Neither Party will issue press releases or public statements referencing the other Party or the Purpose without prior written consent, except as required by law. Capital Refinery may reference Client by name in a non-specific, aggregated customer list only with Client's prior written consent.

14) Governing Law; Venue
This Agreement is governed by the laws of the State of Florida, without regard to conflicts of law principles. Exclusive venue for disputes shall be the state and federal courts located in Miami-Dade County, Florida, and the Parties consent to personal jurisdiction there, unless the Parties agree otherwise in writing.

15) Miscellaneous
 a) Entire Agreement. This Agreement is the entire agreement regarding confidentiality for the Purpose and supersedes prior discussions on that subject. Any separate commercial or services agreement between the Parties shall coexist with this Agreement.
 b) Amendments. Amendments must be in writing and signed by both Parties.
 c) Severability. If any provision is unenforceable, the remainder remains in effect.
 d) Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, except that either Party may assign in connection with a merger, acquisition, or sale of substantially all assets, subject to the assignee assuming this Agreement in writing.
 e) Counterparts; Electronic Signatures. This Agreement may be executed electronically and in counterparts, each of which is deemed an original. Electronic signatures are binding.
 f) No Waiver. A failure to enforce any provision is not a waiver of future enforcement.

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Signatures

CLIENT
Legal Name: [Client Legal Name]
By: [Typed Signature]
Name / Title: [Signer Name] / [Signer Title]
Date: [Effective Date]

CAPITAL REFINERY
By: /s/ Duaine McDonald
Name / Title: Duaine McDonald / Founder
Date: [Effective Date]

NDA Version: customer-engagement-2026-04-fl-v1
Confidential — Capital Refinery