Exhibit 6.9 

TRADEMARK ASSIGNMENT AND LICENSE-BACK AGREEMENT

This Trademark Assignment and License-Back Agreement (this “Agreement”) is made and entered into as of July 16, 2026 (the “Effective Date”), by and between NDSE Cyber Ltd, a company organized under the laws of the Commonwealth of The Bahamas (“Assignor”), and Naoris Quantum Protocol Inc., a Nevada corporation (“Assignee”) having its address at 801 Brickell Ave, Suite 800, Miami, FL 33131. Assignor and Assignee are referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

A. Assignee is a Nevada corporation that owns, and is prosecuting before the United States Patent and Trademark Office (the “USPTO”), the trademark applications identified on Schedule A (the “Applications”) for the marks NAORIS, NAORIS PROTOCOL, and the other marks listed on Schedule A (collectively, the “Marks”).

B. Assignor has used and is using one or more of the Marks in commerce, including in connection with the operation of the website www.naorisprotocol.com and the issuance, marketing, and trading of the $NAORIS cryptocurrency token (the “Coin”).

C. By reason of such use, Assignor may hold or have acquired common-law rights in and to the Marks, together with the goodwill of the business symbolized thereby (collectively, the “Assigned Rights”).

D. The Parties desire to consolidate all right, title, and interest in and to the Marks in a single owner, to confirm that all use of the Marks inures to the benefit of Assignee, and to support the validity and enforceability of the Marks and the Applications. Accordingly, Assignor desires to assign, and Assignee desires to acquire, all of Assignor’s right, title, and interest in and to the Marks and the Assigned Rights, together with the associated goodwill.

E. Concurrently with such assignment, Assignee is willing to grant back to Assignor a limited, quality-controlled field of use license to use the mark NAORIS solely in connection in the Licensed Field (or “Field of Use”) as defined below, on the terms set forth herein, including Assignor’s discontinuance of the term “PROTOCOL” and migration of its website to a non-“PROTOCOL” domain.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

As consideration for the assignment set forth in Section 2, Assignee shall pay or provide to Assignor the sum of US$1.00 and other good and valuable consideration, including the license granted back to Assignor under Section 4, the receipt and sufficiency of which are hereby acknowledged by Assignor.

The Parties shall keep the terms of this Agreement, including the consideration, in strict confidence and shall not disclose them to any third party in the absence of the other Party’s prior written consent, except as required by applicable law, regulation, taxing authority, or court order, or as reasonably necessary to enforce this Agreement or to a Party’s professional advisors. This Agreement itself shall not be filed or recorded with the USPTO or with the trademark authority of any state or foreign jurisdiction. Notwithstanding the foregoing, the short-form Trademark Assignment attached as Exhibit 1 (which does not disclose the consideration or other commercial terms) may be recorded by Assignee with the USPTO and any other applicable trademark authority for the purpose of perfecting title to the Marks.

Assignee may, at its sole discretion and expense, record the Exhibit 1 short-form Trademark Assignment, or a memorandum of assignment, with the USPTO and any other applicable governmental authority for the purpose of perfecting title to the Marks. Assignor shall not record any document inconsistent with this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

SCHEDULE A

THE MARKS

The “Marks” include the following marks and the common-law rights and goodwill associated therewith, together with all NAORIS-formative marks and any other marks used by Assignor that are confusingly similar thereto, whether or not listed below:

 

Mark		U.S. Application Serial No(s).		Class(es)
NAORIS		99751431 (Cl. 9); 99751426 (Cl. 42)			9,42
NAORIS PROTOCOL		99751522 (Cl. 9); 99751612 (Cl. 42); 99751437 (Cl. 9, design); 99751528 (Cl. 42, design)			9,42
NAORIS CORE		99751417 (Cl. 9); 99751411 (Cl. 42)			9,42
NAORIS PQ VPN		99751535 (Cl. 9)			9
NAORIS DECENTRALIZED SWARM AI		99751390 (Cl. 9); 99751387 (Cl. 42)			9,42
DPOSEC		99751542 (Cl. 9); 99751552 (Cl. 42)			9,42
DIVA		99751395 (Cl. 9); 99751397 (Cl. 42)			9,42
SPOE		99751570 (Cl. 9); 99751561 (Cl. 42)			9,42
DQTT		99723527 (Cl. 9, 42)			9,42
STATEPROOF		99723510 (Cl. 9, 42)			9,42