This Mutual Non-Disclosure Agreement (the “Agreement”) is entered into and effective as of Effective date (the “Effective Date”), by and between Disclosing party’s name and Receiving party’s name (each a “Party” and together the “Parties”).

The Parties wish to explore Purpose of disclosure (the “Purpose”) and, in connection with the Purpose, each Party may disclose to the other certain confidential and proprietary information. In consideration of the mutual covenants below, the Parties agree as follows:

1. Confidential Information

“Confidential Information” means any non-public information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether disclosed orally, in writing, electronically, or by inspection of tangible objects, 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, financial information, customer and supplier lists, pricing, products, services, designs, software, source code, trade secrets, know-how, and technical, marketing, and operational information.

2. Obligations of Confidentiality

The Receiving Party shall: (a) hold the Disclosing Party’s Confidential Information in strict confidence; (b) use the Confidential Information solely for the Purpose; (c) not disclose the Confidential Information to any third party without the Disclosing Party’s prior written consent; and (d) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no event less than a reasonable degree of care.

The Receiving Party may disclose Confidential Information to its employees, officers, directors, and professional advisors who have a need to know it for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement. The Receiving Party remains responsible for any breach of this Agreement by such persons.

3. Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate: (a) was already known to it, free of any obligation of confidentiality, at the time of disclosure; (b) is or becomes publicly available through no act or omission of the Receiving Party; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information.

If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, it shall, to the extent legally permitted, give the Disclosing Party prompt written notice so that the Disclosing Party may seek a protective order, and shall disclose only the portion of the Confidential Information that is legally required.

4. Term and Survival

This Agreement commences on the Effective Date and continues until terminated by either Party upon written notice to the other. The Receiving Party’s obligations with respect to Confidential Information shall survive for a period of 3 year(s) following the date of disclosure, except that, for any information that constitutes a trade secret under applicable law, those obligations shall continue for as long as the information remains a trade secret.

5. Return or Destruction of Materials

Upon the Disclosing Party’s written request or upon termination of this Agreement, the Receiving Party shall promptly return or, at the Disclosing Party’s option, destroy all materials containing Confidential Information, including all copies, and shall certify such destruction in writing if requested. The Receiving Party may retain one archival copy solely to the extent required by law or its bona fide records-retention policies, subject to the confidentiality obligations of this Agreement.

6. No License or Obligation

All Confidential Information remains the property of the Disclosing Party. Nothing in this Agreement grants the Receiving Party any license or right, by implication or otherwise, to any Confidential Information or intellectual property of the Disclosing Party. Nothing in this Agreement obligates either Party to proceed with any transaction or business relationship.

7. No Warranty

All Confidential Information is provided “as is.” The Disclosing Party makes no warranties, express or implied, regarding the accuracy or completeness of the Confidential Information, and shall have no liability arising from the Receiving Party’s use of it.

8. Remedies

The Parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the non-breaching Party shall be entitled to seek injunctive or other equitable relief, in addition to any other remedies available at law or in equity, without the necessity of posting a bond.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Governing law, without regard to its conflict-of-laws principles. The Parties consent to the exclusive jurisdiction of the courts located in Governing law for any dispute arising out of or relating to this Agreement.

10. Miscellaneous

This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous understandings, whether written or oral. It may be amended only by a writing signed by both Parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.

No waiver of any provision shall be deemed a waiver of any other provision or of the same provision on another occasion. Neither Party may assign this Agreement without the other Party’s prior written consent, except to a successor in connection with a merger or sale of substantially all of its assets.

This Agreement may be executed in counterparts, including by electronic signature, each of which is deemed an original and all of which together constitute one and the same instrument.

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