Mutual Non-Disclosure Agreement

1. Parties

This Mutual Non-Disclosure Agreement (this “Agreement”) is entered into as of _______________ (the “Effective Date”) by and between:

Each party may be referred to individually as a “Party” and collectively as the “Parties.” The Parties wish to explore a potential business relationship (the “Purpose”) and, in connection therewith, may disclose certain confidential information to each other.

2. Definition of Confidential Information

“Confidential Information” means any information, technical data, trade secrets, or know-how, including but not limited to, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed by a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), either directly or indirectly, in writing, orally, or by drawings or inspection of parts or equipment, 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 does not include information that: (a) is or becomes publicly known through no wrongful act or breach of this Agreement by the Receiving Party; (b) was rightfully received by the Receiving Party from a third party without restriction; (c) was independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (d) was in the Receiving Party’s possession prior to disclosure, as evidenced by written records predating the disclosure.

3. Obligations of the Receiving Party

Each Receiving Party agrees to: (a) hold the Disclosing Party’s Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care; (b) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party; (c) use Confidential Information solely for the Purpose described in this Agreement and for no other purpose whatsoever; and (d) limit access to Confidential Information to those of its employees, contractors, and agents who have a need to know such information for the Purpose and who are bound by confidentiality obligations no less protective than those set forth herein.

Each Party shall promptly notify the other in writing upon becoming aware of any unauthorized use or disclosure of Confidential Information.

4. Exclusions and Required Disclosures

A Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or court order, provided that the Receiving Party: (a) gives the Disclosing Party prompt prior written notice of such requirement (to the extent permitted by law); (b) cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy; and (c) discloses only that portion of the Confidential Information that is legally required to be disclosed.

5. No License Granted

Nothing in this Agreement grants the Receiving Party any right, title, interest, or license in or to any Confidential Information or any intellectual property of the Disclosing Party. All Confidential Information remains the sole property of the Disclosing Party. The Receiving Party acquires no rights with respect to the Disclosing Party’s Confidential Information by virtue of its disclosure under this Agreement.

6. Return or Destruction of Confidential Information

Upon the written request of the Disclosing Party, or upon termination of this Agreement, the Receiving Party shall promptly return or certify in writing the destruction of all Confidential Information (and all copies thereof) in any medium in the Receiving Party’s possession or control. The Receiving Party may retain one archival copy solely to verify the scope of its obligations, subject to the continuing obligations of this Agreement.

7. Term

This Agreement shall commence on the Effective Date and shall remain in effect for a period of two (2) years unless earlier terminated by either Party upon thirty (30) days’ written notice to the other Party. The confidentiality obligations set forth herein shall survive termination or expiration of this Agreement for an additional period of two (2) years.

8. Remedies

Each Party acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm to the Disclosing Party for which monetary damages may be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity, without the requirement of posting a bond or proving actual damages.

9. General Provisions

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the United States, without regard to its conflict of law principles.

Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior negotiations, understandings, or agreements, whether written or oral, relating to Confidential Information.

Amendments. This Agreement may not be amended or modified except by a written instrument signed by both Parties.

Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.

No Waiver. Failure to enforce any provision of this Agreement shall not constitute a waiver of the right to enforce that provision in the future.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding.

10. Signatures

By signing below, the Parties agree to be bound by the terms and conditions of this Mutual Non-Disclosure Agreement.