Mutual Non-Disclosure Agreement (NDA) Template

This Mutual Non-Disclosure Agreement (the “Agreement”) is entered into as of October 10, 2026 (the “Effective Date”) between:

Brazos Ridge Builders LLC, a Texas limited liability company, with its principal office at 2400 Cedar Bend Drive, Suite 210, Austin, Texas 78758; and

Pecan Street Modular, Inc., a Delaware corporation, with its principal office at 1650 Industrial Park Road, San Marcos, Texas 78666.

Each party may disclose Confidential Information (as the “Disclosing Party”) and receive Confidential Information (as the “Receiving Party”) under this Agreement. The parties agree as follows.

1. Purpose

The parties wish to exchange Confidential Information for the purpose of evaluating a potential collaboration on the design, prefabrication and construction of modular residential buildings (the “Purpose”). The Receiving Party will use the Disclosing Party’s Confidential Information only for the Purpose.

2. Confidential Information

“Confidential Information” means all non-public information that the Disclosing Party or its Representatives (defined in Section 5) disclose to the Receiving Party, before or after the Effective Date, in any form — written, oral, electronic or by inspection — that is marked or identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. It includes business plans, pricing and cost data, customer and supplier information, designs, drawings, specifications, processes, know-how, software, financial information, and the fact and content of the parties’ discussions about the Purpose.

3. Exclusions

Confidential Information does not include information that the Receiving Party can show:

1. is or becomes publicly available through no breach of this Agreement by the Receiving Party or its Representatives;

2. was known to the Receiving Party without a duty of confidentiality before the Disclosing Party disclosed it;

3. is received by the Receiving Party from a third party that is not under a duty of confidentiality regarding it; or

4. is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

4. Obligations of the Receiving Party

The Receiving Party will (a) hold the Disclosing Party’s Confidential Information in confidence and not disclose it to anyone except as permitted by Section 5; (b) protect it with at least the degree of care it uses to protect its own confidential information of a similar nature, and in no event less than reasonable care; (c) not copy it except as reasonably necessary for the Purpose; and (d) notify the Disclosing Party promptly in writing upon learning of any unauthorized use or disclosure of it and cooperate reasonably to limit the harm.

5. Permitted Disclosures

The Receiving Party may disclose Confidential Information to its and its affiliates’ directors, officers, employees, contractors and professional advisors, such as attorneys, accountants and lenders (“Representatives”), who need to know it for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement. The Receiving Party is responsible for any breach of this Agreement by its Representatives.

If the Receiving Party or any of its Representatives is required by law, regulation, subpoena or court order to disclose Confidential Information, the Receiving Party will, where legally permitted, give the Disclosing Party prompt written notice so that the Disclosing Party may seek a protective order or other remedy, will cooperate reasonably in those efforts at the Disclosing Party’s expense, and will disclose only the portion of the Confidential Information that it is legally required to disclose.

6. Term and Survival

This Agreement applies to Confidential Information disclosed within 2 years after the Effective Date, unless either party ends it earlier by written notice to the other. The Receiving Party’s obligations regarding Confidential Information disclosed before this Agreement expires or ends continue for 3 years after it expires or ends, except that its obligations regarding any trade secret continue for as long as the information remains a trade secret under applicable law.

7. Return or Destruction

Within 30 days after the Disclosing Party’s written request, or after this Agreement expires or ends, the Receiving Party will return or destroy the Disclosing Party’s Confidential Information and, on request, confirm this in writing. The Receiving Party may keep copies that it must retain by law or that are stored in routine electronic backup systems, provided that those copies remain subject to this Agreement for as long as they are kept.

8. No License; No Warranty

All Confidential Information remains the property of the Disclosing Party. Nothing in this Agreement grants the Receiving Party any license or other right under any patent, copyright, trademark, trade secret or other intellectual property right, except the limited right to use Confidential Information for the Purpose. Confidential Information is provided “as is,” and the Disclosing Party makes no warranty as to its accuracy or completeness.

9. No Obligation to Proceed

This Agreement does not obligate either party to disclose any particular information, to continue discussions or to enter into any further agreement or transaction. Either party may end its discussions with the other at any time. Nothing in this Agreement prevents either party from developing or acquiring products or services similar to those discussed, or from dealing with third parties, provided that it does not use or disclose the other party’s Confidential Information in breach of this Agreement. This Agreement does not create any partnership, joint venture or agency relationship.

10. Remedies

Each party acknowledges that unauthorized use or disclosure of the other party’s Confidential Information may cause irreparable harm for which money damages would be an inadequate remedy. The Disclosing Party is therefore entitled to seek injunctive relief or specific performance to prevent or stop a breach, without having to prove actual damages and, to the extent permitted by law, without posting a bond, in addition to any other remedy available at law or in equity.

11. Protected Reporting; Defend Trade Secrets Act Notice

Nothing in this Agreement prohibits any person from reporting a possible violation of law to, filing a charge or complaint with, or participating in an investigation by any government agency, or from making other disclosures protected by whistleblower laws, without notice to either party.

Under 18 U.S.C. § 1833(b), an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding if the individual files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.

12. Governing Law and Venue

This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. Each party consents to the exclusive jurisdiction of the state and federal courts located in Travis County, Texas, for any action arising out of or relating to this Agreement, except that either party may seek injunctive relief in any court of competent jurisdiction.

13. General Provisions

This Agreement is the entire agreement between the parties about its subject matter and supersedes all prior agreements and understandings about it. It may be amended or waived only in a writing signed by both parties. Neither party may assign this Agreement without the other party’s prior written consent, except to a successor to all or substantially all of its business or assets that agrees in writing to be bound by it. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions remain in effect. Notices must be in writing and delivered to the addresses stated above or to another address a party designates by notice. This Agreement may be signed in counterparts, including counterparts delivered electronically, each of which is an original.

Signatures

Each party has caused this Agreement to be signed by its authorized representative as of the Effective Date.

Brazos Ridge Builders LLC

______________________________
Daniel Whitaker, Managing Member
Date: ____________________

Pecan Street Modular, Inc.

______________________________
Laura Kim, Chief Executive Officer
Date: ____________________