Non-Disclosure Agreement

Parties

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of

between:

and

Both parties are collectively referred to as the "Parties" and each individually as a "Party".

1. Purpose

The Parties wish to explore a potential business relationship involving:

("the Purpose"). In connection with this Purpose, each Party may disclose Confidential Information (as defined below) to the other Party.

2. Definition of Confidential Information

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

Confidential Information includes, without limitation:

• Business plans, strategies, and financial information
• Technical data, source code, algorithms, and software
• Product designs, prototypes, and specifications
• Client lists, pricing models, and commercial terms
• Personnel information and internal processes
• Any information marked "Confidential", "Proprietary", or similar

3. Exclusions from Confidential Information

Confidential Information does not include information that:

1. Is or becomes publicly available through no breach of this Agreement;
2. Was rightfully known to the Receiving Party prior to disclosure;
3. Is rightfully disclosed to the Receiving Party by a third party without restriction;
4. Is independently developed by the Receiving Party without use of the Confidential Information; or
5. Is required to be disclosed by applicable law or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in seeking a protective order.

4. Obligations of the Receiving Party

Each Party, as Receiving Party, agrees to:

1. Hold all Confidential Information in strict confidence;
2. Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party;
3. Use the Confidential Information solely for the Purpose stated in this Agreement;
4. Limit access to Confidential Information to its employees, contractors, or advisors who need to know such information for the Purpose and who are bound by confidentiality obligations no less restrictive than those in this Agreement;
5. Promptly notify the Disclosing Party of any actual or suspected unauthorised disclosure; and
6. Protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

5. Term and Duration

This Agreement shall commence on the Effective Date and continue for:

The confidentiality obligations survive termination of this Agreement for the period selected above.

6. No Licence or Transfer

Nothing in this Agreement grants either Party any right, title, interest, or licence in or to the other Party's Confidential Information, intellectual property, or any other rights. All Confidential Information remains the sole property of the Disclosing Party.

7. Return or Destruction of Information

Upon written request by the Disclosing Party, or upon termination of this Agreement, the Receiving Party shall promptly:

1. Return all Confidential Information and copies thereof; or
2. Certify in writing that all such information has been permanently destroyed;

except to the extent retention is required by applicable law.

8. Remedies

Each Party acknowledges that a breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law.

9. No Obligation to Proceed

This Agreement does not obligate either Party to enter into any further agreement, disclose any information, or pursue any business relationship. Either Party may discontinue discussions at any time without liability.

10. Governing Law & Dispute Resolution

This Agreement shall be governed by:

Any disputes arising from this Agreement shall first be attempted to be resolved through good-faith negotiation. If unresolved within 30 days, disputes shall be submitted to binding arbitration or the courts of the agreed jurisdiction.

11. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to confidentiality of the Confidential Information and supersedes all prior discussions, representations, and agreements relating to such subject matter. This Agreement may only be amended by a written instrument signed by both Parties.

12. Counterparts & Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures (including DocuSign, HelloSign, or PDF with wet signature) shall be deemed valid and binding.