**MUTUAL NON-DISCLOSURE AGREEMENT**

**This Mutual Non-Disclosure Agreement** (this "***Agreement***") is entered into between <mark>[Company</mark>], a Delaware corporation ("***Company***") and the other party named on the signature page hereto ("***Other Signatory***") as of <mark>__________, 2026__</mark> (the "***Effective Date***"), to protect the confidentiality of certain confidential information of Company or of Other Signatory to be disclosed under this Agreement solely for use in evaluating or pursuing a business relationship between the parties (the "***Permitted Use***"). Company and Other Signatory may be referred to in this Agreement individually as a "***Party***" and collectively as the "***Parties***."
1. As used herein, the "***Confidential Information***" of a Party will mean any and all technical and non-technical information disclosed by or on behalf of such Party (the "***Disclosing Party***") to the other Party (the "***Receiving Party***"), whether before or after the Effective Date, whether in oral, written, graphic, visual, electronic or other form, and which may include without limitation: (a) patents, patent applications including unpublished patent applications, and information relating to patent strategy; (b) trade secrets; (c) proprietary and confidential information, ideas, techniques, sketches, drawings, works of authorship, models, inventions (whether patentable or not), know-how, data, discoveries, developments, designs, processes, methods, assays, and tangible and intangible information; the identities, compositions of matter, structures or sequences of materials or any components thereof; processes, methods and procedures for the discovery, identification, modification, optimization, testing, development, formulation, synthesis or manufacture of any of the foregoing; apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of the Disclosing Party, such as information concerning research, developmental or experimental work, development, prototypes, current and proposed products and targets, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business and contractual relationships, business forecasts, sales and merchandising, business plans, budgets, finances, unpublished financial statements, licensing, collaboration, development, manufacturing or strategic arrangements, prices and costs, suppliers, contractors, vendors, licensors, licensees and strategic partners, potential licensing and other business opportunities, the existence and terms of any business discussions, negotiations or agreements to which the Disclosing Party or its Affiliate (defined in Section 2 below) is a party, information regarding the skills and compensation of the Disclosing Party's and its Affiliates' employees and consultants, and marketing plans; (d) any data related to customers, investors, employees, or others; and (e) all other information that the Receiving Party knew, or reasonably should have known, was the Confidential Information of the Disclosing Party. The Confidential Information will include all such technical and nontechnical information of, or related to, the Disclosing Party, any of its Affiliates and any of their respective contract parties, stockholders or personnel. In addition, the existence and terms of this Agreement, including the existence of any discussions or negotiations between the Parties concerning a possible transaction or the status thereof and the fact either Party has disclosed Confidential Information to the other Party, will be deemed to be Confidential Information of both Parties.
2. Subject to Section 3, the Receiving Party agrees that at all times and notwithstanding any termination or expiration of this Agreement it will hold in strict confidence and not disclose to any third party any Confidential Information of the Disclosing Party, except as approved in writing by the Disclosing Party, and will use the Confidential Information of the Disclosing Party for no purpose other than the Permitted Use. The Receiving Party will also protect such Confidential Information with at least the same degree of care that the Receiving Party uses to protect its own Confidential Information, but in no case, less than reasonable care. Without limiting the generality of the foregoing, the Receiving Party will not: (a) file (or cause to be filed) any patent application claiming or disclosing any Confidential Information of the Disclosing Party; or (b) use (or allow any other person to use) any Confidential Information of the Disclosing Party to support any application for regulatory or marketing approval. The Receiving Party will limit access to the Confidential Information of the Disclosing Party to only those Representatives (defined below) of the Receiving Party and, if applicable, of the Receiving Party's Permitted Affiliates (defined below), who, in each case, (i) have a need to know such information for the Permitted Use, (ii) have been advised by the Receiving Party of the Receiving Party's obligations under this Agreement, and (iii) have signed confidentiality agreements containing, or are otherwise bound by, confidentiality obligations at least as restrictive as those contained herein. Notwithstanding the foregoing, in no event will the Receiving Party disclose or make available any Confidential Information to any Affiliate (defined below), or any Representatives thereof, of the Receiving Party without the Disclosing Party's express prior written consent (any such Affiliate of the Receiving Party with respect to which the Disclosing Party provides such express prior written consent, a "***Permitted Affiliate***"). The failure of any of the Receiving Party's Affiliates or any Representative of the Receiving Party to comply with the terms and conditions of this Agreement will be considered a breach of this Agreement by the Receiving Party. The Receiving Party will immediately notify the Disclosing Party in the event of any loss, unauthorized disclosure or unauthorized use of, or any inability to account for, any Confidential Information.

For purposes of this Agreement: (A) an "***Affiliate***" of a Party will mean any business entity controlled by, controlling, or under common control with such Party (for which purpose a business entity will be deemed to "control" another business entity, if it owns, directly or indirectly, more than 50% of the outstanding voting securities, capital stock, or other comparable equity or ownership interest of such business entity); and (B) "***Representatives***" of a Party mean such Party's or, as applicable, its Affiliate's(s'), officers, directors, employees, consultants and other authorized representatives.
1. The Receiving Party will not have any obligations under this Agreement with respect to a specific portion of the Confidential Information of the Disclosing Party if such Receiving Party can demonstrate with competent written evidence that such portion of Confidential Information:
    1. was in the public domain at the time it was disclosed to the Receiving Party;
    2. entered the public domain subsequent to the time it was disclosed to the Receiving Party, through no fault of the Receiving Party or any of its Representatives and breach of this Agreement by the Receiving Party;
    3. was in the Receiving Party's possession free of any obligation of confidence at the time it was disclosed to the Receiving Party or any of its Representatives and breach of this Agreement by the Receiving Party;
    4. was rightfully communicated to the Receiving Party by a third party free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party; or
    5. was developed by employees or agents of the Receiving Party who had no access to any Confidential Information, as demonstrated by contemporaneous written evidence.

For purposes of clauses (a) and (b) of this Section 3, no combination of elements within the Confidential Information will be deemed to be part of the public domain merely because the individual elements of such combination are part of the public domain, unless the entire combination itself, or the entire principle of or operation of such combination (if any), is part of the public domain. In addition, no element within the Confidential Information will be deemed to be a part of the public domain merely because it is embraced by more general information or data that is part of the public domain.
1. Notwithstanding the above, the Receiving Party may disclose certain Confidential Information of the Disclosing Party, without violating the obligations of this Agreement, to the extent such disclosure is required by a valid order of a court or other governmental body having jurisdiction or is otherwise required by law or regulation, *provided that *the Receiving Party provides the Disclosing Party with reasonable prior written notice of such required disclosure and at the Disclosing Party's request makes a reasonable effort to obtain, or to assist the Disclosing Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued; and provided further that any Confidential Information so disclosed retains its confidentiality protections for all other purposes.
2. The Receiving Party will immediately notify the Disclosing Party upon discovery of any loss or unauthorized disclosure or unauthorized use of, or any inability to account for, the Confidential Information of the Disclosing Party.
3. Upon termination or expiration of this Agreement, or upon written request of the Disclosing Party, the Receiving Party will promptly, at the Disclosing Party's election, return to the Disclosing Party or destroy (and certify in writing the destruction of) all documents and other tangible materials representing the Disclosing Party's Confidential Information (including all copies and summaries thereof, notes related thereto, records and other embodiments thereof, in any medium) in the possession of the Receiving Party or its Affiliates or any of their respective Representatives, provided that the Receiving Party may retain an archival copy of the Disclosing Party's Confidential Information for the sole purpose of complying with applicable legal or regulatory requirements. Any copies so retained will remain the Confidential Information of the Disclosing Party and will be subject to all confidentiality obligations herein; provided, however, that the Receiving Party may retain a single hard copy of the Confidential Information in the Receiving Party's secure archives for the sole purpose of monitoring compliance with its obligations hereunder. Notwithstanding the foregoing, nothing contained in this Agreement will be construed to require the Receiving Party to alter, modify, delete or destroy any electronic copy of files created automatically in the ordinary course of business pursuant to the Receiving Party's standard electronic back-up and archival procedures (a) so long as such electronic files are (i) maintained only on centralized storage servers (and not on personal computers or devices), and (ii) not readily accessible by the Receiving Party's Representatives (other than its information technology specialists), and (b) provided that all Confidential Information contained in such electronic files will remain subject to the Receiving Party's obligations under this Agreement.
4. Confidential Information is and will remain the sole property of the Disclosing Party. The Receiving Party recognizes and agrees that nothing contained in this Agreement will be construed as granting any property rights, by license or otherwise, to any Confidential Information of the Disclosing Party, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information, except as expressly set forth herein. Nothing in this Agreement grants the Receiving Party the right to retain, distribute or commercialize any Confidential Information, or to use it in any manner other than for the Permitted Use. Neither this Agreement nor the disclosure of any Confidential Information under this Agreement will result in any obligation on the part of either Party to enter into any further agreement with the other, license any products or services to the other, or to require either Party to disclose any particular Confidential Information. Nothing in this Agreement creates or will be deemed to create any employment, joint venture, or agency between the Parties.
5. The Receiving Party will not reproduce the Confidential Information of the Disclosing Party in any form as required to accomplish the intent of this Agreement. Any reproduction by a Receiving Party of any Confidential Information of the Disclosing Party will remain the property of the Disclosing Party and will contain any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by the Disclosing Party.
6. Any ideas, suggestions, guidance or other information disclosed by the Receiving Party related to the Disclosing Party's Confidential Information and any intellectual property rights relating to the foregoing will be collectively deemed "***Feedback***." The Receiving Party agrees to grant and hereby grants to the Disclosing Party a nonexclusive, perpetual, irrevocable, royalty free, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform and otherwise exploit such Feedback without restriction.
7. This Agreement will terminate five years after the Effective Date, or may be terminated by either Party at any time upon 30 days' prior written notice to the other Party. Each Party shall have the right to terminate this Agreement for material breach of this Agreement by the other Party upon 10 days' written notice to the other Party. Expiration or termination of this Agreement shall be without prejudice to any right or obligation accruing prior to such expiration or termination. Each Party's obligations under this Agreement will survive termination or expiration of this Agreement and continue for a period of seven years from the date of such expiration or termination, except that each Party's obligations thereunder with respect to information that constitutes a trade secret shall remain in full force until such information ceases to be a trade secret. This Agreement will be binding upon the Receiving Party's heirs, successors, and assigns.
8. The DISCLOSING PARTY is providing Confidential Information on an "AS IS" basis for use by the RECEIVING PARTY at its own risk. The DISCLOSING PARTY disclaims all WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. Without limiting the generality of the foregoing, the Disclosing Party makes no warranty as to the accuracy or completeness of the Confidential Information. The Disclosing Party shall have no liability to the Receiving Party or any of the Receiving Party's Affiliates or their respective Representatives resulting from the Receiving Party's or its Affiliates' or Representatives' receipt or use of Confidential Information.
9. This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different state.
10. Each Party acknowledges that its breach of this Agreement, including, without limitation, the actual or threatened disclosure or unauthorized use of Confidential Information without the prior express written consent of the Disclosing Party, may cause irreparable damage to the other Party and hereby agrees that the other Party will be entitled to seek injunctive relief, specific performance, or other equitable relief under this Agreement, without obligation of posting bond or proving damages, as well as such further relief as may be granted by a court of competent jurisdiction.
11. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
12. Neither Party will communicate any information to the other Party in violation of the proprietary rights of any third party.
13. Neither Party will assign or transfer this Agreement or any rights or obligations under this Agreement without the prior written consent of the other Party, not to be unreasonably withheld, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void, except that a Party may assign this Agreement without such consent to its successor in interest by way of merger, acquisition or sale of all or substantially all of its assets. No permitted assignment will relieve either Party of its obligations hereunder. The terms of this Agreement will be binding upon assignees.
14. The Receiving Party will not export, directly or indirectly, any U.S. technical data acquired pursuant to this Agreement, or any products utilizing such data, in violation of the United States export laws or regulations.
15. All notices or reports required or permitted by this Agreement will be in writing and will be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by email (provided, however, if the sender receives an automatically generated notification that such email was not delivered, such attempted email notice will be ineffective and deemed to not have been given); or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. Notice will be sent to the addresses set forth below or such other address as either Party may specify in writing.
16. Each Party agrees that the data, software programs, hardware, prototypes, samples, materials and other tangible objects of the other Party contain valuable confidential information and each Party agrees that it will not: (i) modify, reverse engineer, decompile, create other works from, or disassemble, or (ii) disclose, upload, transmit, export or otherwise make available to any training, self-improving, machine-learning software, algorithms, hardware or other artificial intelligence tools or aids of any kind, any data, software programs, hardware, prototypes, samples, materials or other tangible objects contained in the Confidential Information of the other Party, in either case, without the prior written consent of the other Party. Except as necessary for the Permitted Use, the Receiving Party will not analyze, reverse engineer, create derivatives of, or otherwise attempt to determine the structure, composition or individual components of any materials, proprietary compounds, technologies, assays, or other materials provided to the Receiving Party by the Disclosing Party.
17. This Agreement is the final, complete and exclusive agreement of the Parties with respect to the subject matters hereof and supersedes all prior discussions between the Parties with respect to such subject matters. No modification of or amendment to this Agreement will be effective unless in writing and signed by the Party to be charged.
18. All references in this Agreement to the singular will include the plural where applicable. Ambiguities and uncertainties in this Agreement, if any, will not be interpreted against either party, irrespective of which party may be deemed to have caused the ambiguity or uncertainty to exist. This Agreement has been prepared in the English language, and the English language will control its interpretation. In addition, all notices required or permitted to be given hereunder, and all written, electronic, oral or other communications between the parties regarding this Agreement, will be in the English language.
19. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.
20. ***[Remainder of page intentionally left blank]***
21. **The parties have executed this Non-Disclosure Agreement as of the Effective Date.**

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**Signature Block**

**COMPANY**
- [Company]
- By:
- Name:
- Title:
- Email:
- []
- Address:
- [Address]

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**Signature Block**

**OTHER SIGNATORY**
- Name of Other Signatory (Please Print)
- Signature
- Title (if applicable)
- Email:
- Address:

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