**NON-DISCLOSURE AGREEMENT**

**This Non-Disclosure Agreement** (the "***Agreement***") is between **[<mark>___</mark>]** (the "Company") and the recipient identified on the signature page (the "***Recipient***"), effective as of the last date signed below (the "***Effective Date***"). **Each of the Company and Recipient may be referred to herein as a "***Party***" and, together, the "***Parties***".** The Company may disclose certain confidential information to the Recipient solely to [<mark>enable Recipient</mark> to <mark>evaluate or pursue a business relationship with the Company</mark>] (the "***Permitted Use***").
1. **Definitions.**
    1. "***Affiliate***" means, with respect to a Party, any business entity that controls, is controlled by, or is under common control with that Party.
    2. "***Confidential Information***" means any nonpublic information the Company (or anyone on its behalf) provides to the Recipient, before or after the Effective Date, in any form (oral, written, graphic, visual, electronic, or otherwise), that is identified as confidential (orally or in writing, and, where practicable for written or tangible materials, marked or otherwise designated as "confidential") or that should reasonably be understood to be confidential based on the nature of the information and the circumstances of disclosure.
    3. "***Control***" means, with respect to an entity, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of that entity, whether through ownership of more than 50% of the outstanding voting securities, capital stock, or other comparable equity or ownership interest of that entity, by contract, or otherwise.
    4. "***Representatives***" means that Party's (or, as applicable, its Affiliates') officers, directors, employees, consultants, attorneys, accountants, financial advisors, and other authorized representatives.
    5. "***Technology***" means any Company data, software programs, hardware, prototypes, and other tangible objects that the Company provides or otherwise makes available to the Recipient in connection with the Permitted Use.
2. Subject to Section 3, the Recipient agrees that it will keep all Confidential Information strictly confidential, will not disclose it to any third party other than its Representatives in accordance with this Agreement except with the Company's prior written approval, and will use it only for the Permitted Use. The Recipient will 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 reasonable care. The Recipient agrees that the Technology contains valuable Confidential Information and, without the Company's prior written consent, will not (i) modify, reverse engineer, decompile, create other works from, or disassemble the Technology, or (ii) disclose, upload, transmit, export, or otherwise make available any Technology or Confidential Information to any public or third-party machine-learning, or other artificial intelligence models, tools or aids, or use any Technology or Confidential Information to train or improve any such models, tools or aids (whether proprietary or third-party). The Recipient will share Confidential Information only with its Representatives (including its and its Affiliates' outside legal counsel, accountants, and financial advisors) who (i) need to know it for the Permitted Use, (ii) have been informed of the Recipient's obligations under this Agreement, and (iii) have signed confidentiality agreements, or are otherwise bound, with confidentiality obligations at least as restrictive as those in this Agreement. Any failure by the Recipient's Affiliates or Representatives to comply with this Agreement will be treated as a breach by the Recipient. The Recipient will immediately notify the Company of any loss, unauthorized disclosure or use of, or inability to account for, any Confidential Information. As between the Parties, all Confidential Information is and will remain the property of the Company.
3. The Recipient will not have any obligations under this Agreement for any specific portion of the Confidential Information if the Recipient can document that the Confidential Information: (a) was publicly known at the time it was disclosed to the Recipient, or became publicly known after it was disclosed to the Recipient and not as a result of the Recipient's breach of this Agreement; (b) was already in the Recipient's possession, free of any obligation of confidence and without breach of this Agreement, at the time it was disclosed to the Recipient or any of its Representatives; (c) was lawfully provided to the Recipient by a third party, after it was disclosed to the Recipient, without any obligation of confidence; or (d) was independently developed by the Recipient's employees or agents who did not have access to any Confidential Information; in each case as shown by contemporaneous written records.
4. Notwithstanding the above, the Recipient may disclose Confidential Information only to the extent required by a valid order of a court or other governmental body with jurisdiction, or as otherwise required by law or regulation; provided that, to the extent permitted by applicable law, the Recipient gives the Company prompt prior written notice of the required disclosure and reasonably cooperates with the Company (at the Company's expense) in seeking a protective order or other appropriate remedy and/or confidential treatment; and provided further that the Recipient discloses only the minimum portion of Confidential Information legally required to be disclosed and uses reasonable efforts to ensure that any Confidential Information so disclosed is afforded confidential treatment, and remains subject to the confidentiality protections of this Agreement for all other purposes.
5. Upon termination or expiration of this Agreement, or upon the Company's written request, the Recipient will promptly, at the Company's election, return to the Company or destroy (and, if destroyed, certify in writing) all documents and other tangible materials representing any Confidential Information (including all copies, summaries, notes, records, and other embodiments, in any medium) in the Recipient's possession; provided that the Recipient may retain (i) copies required to be retained by applicable law or regulation, and (ii) Confidential Information that is maintained on routine, automatic backup or archival systems, in each case solely to the extent not reasonably practicable to delete and subject to the confidentiality obligations of this Agreement for so long as retained.
6. This Agreement will end five (5) years after the Effective Date unless ended earlier; provided that Recipient's obligations with respect to any Confidential Information that is a trade secret of the Company will survive for so long as it remains a trade secret under applicable law. Either Party may terminate it at any time upon written notice to the other Party. Any expiration or termination will not affect any rights or obligations that accrued before the expiration or termination. The Recipient's obligations under this Agreement will survive termination and will bind the Recipient's heirs, successors, and assigns.
7. The Company provides the Confidential Information on an "AS IS" basis, and the Recipient uses it at its own risk. The Company DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
8. This Agreement and any related action will be governed by the laws of the State of Delaware, without regard to any conflicts of law principles that would require applying the law of a different state.
9. The Recipient acknowledges that any breach of this Agreement, including without limitation any actual or threatened disclosure or unauthorized use of Confidential Information without the Company's prior express written consent, may cause the Company irreparable harm for which money damages may be an inadequate remedy, and that the Company may seek prompt injunctive relief, specific performance, or other equitable relief as a court of competent jurisdiction deems appropriate, in addition to any other relief such court may grant.
10. If any provision of this Agreement is held by a court or other proper authority to be invalid or unenforceable, the rest of this Agreement will remain in effect, and the invalid or unenforceable provision will be reformed and interpreted to best achieve its intended purpose to the maximum extent permitted by applicable law. Any waiver or failure to enforce any provision on one occasion will not be a waiver of any other provision, or of that provision on any other occasion. Neither Party may assign or transfer this Agreement, or any rights or obligations under it, without the other Party's prior written consent; provided, however, that either Party may assign this Agreement without the other Party's consent to an Affiliate or to a successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, upon written notice to the other Party. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing is null and void. No permitted assignment will relieve either Party of its obligations under this Agreement. The Recipient will not export, directly or indirectly, any U.S. technical data obtained under this Agreement, or any products using such data, in violation of U.S. export laws or regulations. Any notice or report under this Agreement must be in writing and will be deemed given: (i) when personally delivered; (ii) by overnight courier upon written verification of receipt; (iii) by email, upon confirmation of receipt by the receiving Party (which may be by reply email); or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. Notices will be sent to the addresses below (or any updated address a Party provides in writing). This Agreement is the parties' final, complete, and exclusive agreement on its subject matter and supersedes all prior discussions on that subject. Any amendment or modification must be in writing and signed by the Party to be charged. This Agreement may be signed in counterparts, each of which is an original and all of which together are one agreement, and counterparts may be delivered by email (including PDF or an electronic signature compliant with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or other applicable law) or other transmission method.

The parties have signed this Non-Disclosure Agreement as of the Effective Date.

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**Signature Block**

**Company**
- [Company Name]
- By:
- Name:
- Title (if any):
**RECIPIENT**
- Recipient Name (print)
- Signature
- Title (optional)

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