Party A

Party B

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (the "Agreement") is entered into on this:

(the "Effective Date"), by and between the Parties. (Collectively referred to as the "Parties" and individually as a "Party").

1. Purpose

The Parties wish to explore, negotiate, or engage in a potential or ongoing business relationship, project, or contractor engagement (the "Purpose"). In connection with this Purpose, each Party may disclose certain proprietary, confidential, or sensitive information to the other Party.

2. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

This includes, but is not limited to:

• Technical Data: Software code, algorithms, hardware designs, and trade secrets.
• Business Info: Marketing strategies, customer lists, pricing, and financial projections.
• Intellectual Property: Original ideas, concepts, prototypes, and inventions (whether patentable or not).

3. Exclusions

Confidential Information does not include information that:

• Is or becomes public knowledge through no fault of the Receiving Party.
• Was already known to the Receiving Party prior to disclosure.
• Is rightfully obtained from a third party without a breach of any confidentiality obligation.
• Is independently developed by the Receiving Party without use of the Disclosing Party’s information.

4. Obligations of the Parties

The Receiving Party agrees to:

• Maintain Secrecy: Use at least the same degree of care to protect the information as they use for their own confidential data (but no less than reasonable care).
• Limit Use: Use the Confidential Information only for the Purpose defined in Section 1.
• Limit Disclosure: Disclose information only to employees or contractors who "need to know" and who are bound by similar confidentiality obligations.

5. Ownership and Intellectual Property

Nothing in this Agreement grants any license or ownership rights. All Confidential Information remains the sole property of the Disclosing Party. Disclosing an idea does not grant the Receiving Party any right to use that idea outside of the Purpose of this Agreement.

6. Term and Survival

Term: This Agreement covers disclosures made within 5 years from the Effective Date.

Survival: The duty to keep the information secret shall survive the termination of this Agreement for a period of 5 years.

7. Return of Materials

Upon written request or termination of this Agreement, the Receiving Party shall promptly return or destroy all physical and digital copies of the Confidential Information and certify such destruction in writing.

8. Remedies

The Parties acknowledge that a breach of this Agreement could cause irreparable harm for which monetary damages may be insufficient. Therefore, the Disclosing Party shall be entitled to seek injunctive relief (a court order to stop the leak) in addition to any other legal remedies.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State/Country of:

10. Miscellaneous

• Severability: If one part of this NDA is found invalid, the rest remains in effect.
• Entire Agreement: This is the full agreement between the parties regarding confidentiality.
• Amendments: Any changes must be made in writing and signed by both Parties.

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