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THIS NON-DISCLOSURE AGREEMENT (the "Agreement") is entered into as of the ________ day of ________________, ________ (the "Effective Date").

(1)   , a a company, (the "Disclosing Party"); and

(2)   , a a company, (the "Receiving Party").

The Disclosing Party is the employer, and the Receiving Party is the employee or contractor who will have access to confidential information in the course of their engagement.

The Parties wish to explore or engage in   (the "Purpose") and, in connection with the Purpose, the Disclosing Party may disclose certain confidential and proprietary information to the Receiving Party.

"Confidential Information" means any and all non-public information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, or by inspection of tangible objects, including but not limited to:

Confidential Information does not include information that:

• Is or becomes generally available to the public through no fault of the receiving party
• Was already in the possession of the receiving party prior to disclosure, as evidenced by written records
• Is independently developed by the receiving party without reference to or use of the Confidential Information

The Receiving Party agrees to:

1. Hold the Confidential Information in strict confidence and exercise at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care;
2. Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party;
3. Use the Confidential Information solely for the Purpose described herein;
4. Limit access to the Confidential Information to those of its employees, agents, or advisors who have a need to know and who are bound by obligations of confidentiality at least as restrictive as those set forth herein;
5. Promptly notify the Disclosing Party of any unauthorized use or disclosure of the Confidential Information.

This Agreement shall become effective as of the Effective Date and shall remain in effect for two (2) years from the Effective Date, unless earlier terminated by either Party upon thirty (30) days' written notice to the other Party. The obligations of confidentiality shall survive termination of this Agreement for the full duration specified herein.

Upon termination of this Agreement or upon request by the Disclosing Party, the Receiving Party shall promptly return or destroy all copies of the Confidential Information in its possession, custody, or control, and shall certify in writing that it has done so. Notwithstanding the foregoing, the Receiving Party may retain copies of Confidential Information to the extent required by applicable law or regulation, provided such retained copies remain subject to the terms of this Agreement.

The Receiving Party acknowledges that any breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages alone would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek injunctive or other equitable relief, without the necessity of posting a bond or other security, in addition to all other remedies available at law or in equity. In any action to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees and costs.

Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in the State of , and the Parties hereby consent to the jurisdiction of such courts.

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

Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, or agreements relating thereto.

Amendment. 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 held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

Waiver. No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach, and no waiver shall be effective unless made in writing and signed by the waiving Party.

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. Signatures delivered electronically or by PDF shall have the same force and effect as original signatures.

Assignment. Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party.