Non-Disclosure Agreement

1. Definition of Confidential Information

"Confidential Information" means all non-public information disclosed by either party ("Disclosing Party") to the other party ("Receiving Party"), whether oral, written, electronic, or visual, including but not limited to: business plans, product designs, technical specifications, source code, algorithms, customer data, financial information, marketing strategies, trade secrets, and any other proprietary information.

2. Obligations of Receiving Party

The Receiving Party agrees to:

• Hold all Confidential Information in strict confidence
• Not disclose Confidential Information to any third party without prior written consent
• Use Confidential Information solely for the purpose of evaluating or performing the business relationship
• Protect Confidential Information using the same degree of care used for its own confidential information, but no less than reasonable care
• Limit access to Confidential Information to employees and contractors with a need to know

3. Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the Receiving Party
• Was known to the Receiving Party prior to disclosure
• Is independently developed without use of Confidential Information
• Is lawfully obtained from a third party without restriction
• Is required to be disclosed by law or court order

4. Term & Duration

This Agreement is effective from the date of execution and remains in effect for two (2) years from the date of last disclosure of Confidential Information. The obligations of confidentiality survive the termination of this Agreement for a period of three (3) years.

5. Return of Materials

Upon termination of the business relationship or upon request by the Disclosing Party, the Receiving Party shall promptly return or destroy all materials containing Confidential Information, including all copies, notes, and derivatives, and provide written certification of such destruction.

6. No License or Rights

Nothing in this Agreement grants the Receiving Party any license or rights to the Disclosing Party's Confidential Information, intellectual property, patents, trademarks, copyrights, or trade secrets, except as expressly stated herein.

7. Remedies

Both parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages may be inadequate. The Disclosing Party is entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of laws provisions.