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Mutual Nondisclosure Agreement

Effective as of the date electronically executed below

This Mutual Nondisclosure Agreement (the "Agreement") is entered into as of the date electronically executed below (the "Effective Date"), and is between the undersigned investor or prospective investor (the "Recipient"), and Music Habitat Corp, a Montana Corporation, formerly operating as Bearnoble, Inc. (the "Company"), each a "Party," and collectively, the "Parties."

1. Limited Purpose

Any disclosure of Confidential Information by the Recipient to the Company or by the Company to the Recipient is solely for the purpose of allowing the Parties to evaluate a potential investment relationship or explore the feasibility of a business relationship. No license or other transfer of any right, title or interest in such Confidential Information is intended or shall be deemed to have resulted from any such disclosure.

2. Confidential Information

"Confidential Information" includes all information furnished to the receiving party relating to the business conducted or to be conducted by the disclosing party, including but not limited to: markets, customers, products, pricing, software, source code, inventions, procedures, designs, financial status, financial projections, investment terms, cap table information, plans, organization and general business strategy. Confidential Information includes information furnished in written, electronic or oral form, as well as any information derived from review of product samples, software, investor materials, or other assets. Confidential Information includes all information disclosed prior to, on or after the date of this Agreement.

3. Third Party Information

The term "Confidential Information" shall also include any third-party information with limitations regarding its release, including but not limited to license or distribution agreements, to the extent that such third-party information is disclosed to either party.

4. Obligations

Each party hereby agrees that:

1. All Confidential Information shall remain the property of the disclosing party and shall be returned promptly upon request together with all copies thereof, and any analyses, compilations, studies or other documents prepared by the receiving party will be destroyed upon return of the disclosing party's Confidential Information (except to the extent retention is required by law);
2. Each party shall keep Confidential Information received from the other party in confidence and trust and shall not use it for any purpose other than exploring the feasibility of an investment relationship or conducting business with the other party;
3. Confidential Information may only be disclosed to the receiving party's directors, officers, employees, agents and advisors who need to know such information for the limited purpose described in Section 1, each of whom shall be informed of the confidential nature of such information and directed to treat it confidentially; and
4. Neither party nor its Representatives will, without the other party's prior written consent, disclose to any person any information about a possible investment or business relationship between the parties, the terms or conditions thereof, or the fact that discussions are taking place.

5. Exclusions

Information shall not be deemed Confidential Information if it: (a) is or becomes publicly known through no act or omission of the receiving party; (b) was lawfully in the receiving party's possession before disclosure and was not acquired from the disclosing party; (c) is obtained from a third party without obligation to the disclosing party; or (d) is independently developed by the receiving party.

6. Legal Process

If the receiving party becomes legally compelled to disclose any Confidential Information, it will provide the disclosing party with prompt notice so that the disclosing party may seek a protective order or other remedy. If such remedy is not obtained, the receiving party will furnish only that portion legally required to be disclosed.

7. Term; Binding Effect

Confidential Information may be disclosed under this Agreement for two (2) years from the Effective Date. Each party shall continue to be bound by the terms of this Agreement for five (5) years from the Effective Date. This Agreement shall be enforceable by, and inure to the benefit of, the successors and assigns of the parties.

8. Governing Law

This Agreement shall be governed by and construed under the laws of the State of Montana, United States, excluding its choice of law rules.

9. Injunctive Relief; Attorney's Fees

Each party agrees that money damages would not be a sufficient remedy for any breach of this Agreement and that injunctive relief shall be available as a remedy for any such breach or threatened breach, without the necessity of proving actual damages or posting any bond. The prevailing party in any legal action arising from this Agreement shall be entitled to recover its reasonable attorney's fees and costs.

10. Entire Agreement

This Agreement sets forth the entire agreement and understanding between the Parties relating to its subject matter and merges and supersedes all prior discussions between the Parties.

11–15. General Provisions

Headings are for convenience only. Amendments must be in writing signed by both Parties. This Agreement is binding upon successors and assigns. The Agreement may not be assigned without express written consent of the other Party. If any provision is deemed unenforceable, the remaining provisions shall remain in full force and effect.

16. Counterparts; Electronic Signature

This Agreement may be executed in any number of counterparts. Execution via electronic signature, including a typed name submitted through this web form, will have the same force and effect as an original signature and shall be deemed a valid signature for all purposes.

17. Waiver

No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof.

By scrolling to this point and completing Step 3, you acknowledge that you have read and agree to be bound by the terms of this Mutual Nondisclosure Agreement. Your typed name and submission timestamp constitute a valid electronic signature under applicable law.