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MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of [Effective Date] by and between [Disclosing Party] and [Receiving Party] (each a "Party" and together the "Parties").

1. PURPOSE. The Parties wish to explore evaluating a potential business relationship between the parties (the "Purpose"), and in connection with the Purpose the disclosing Party may disclose certain confidential and proprietary information.

2. CONFIDENTIAL INFORMATION. "Confidential Information" means any non-public information disclosed by the disclosing Party to the receiving Party, whether oral, written, or electronic, that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including business plans, financials, customer data, product and technical information, and the existence and terms of any discussions between the Parties.

3. EXCLUSIONS. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was rightfully known to the receiving Party before disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of the Confidential Information.

4. OBLIGATIONS. the receiving Party shall: (a) use the Confidential Information solely for the Purpose; (b) protect it using at least the same degree of care it uses for its own confidential information, and no less than a reasonable degree of care; and (c) not disclose it to any third party except to employees, advisors, and representatives who need to know it for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement.

5. COMPELLED DISCLOSURE. the receiving Party may disclose Confidential Information if required by law or court order, provided it gives the disclosing Party prompt written notice (where legally permitted) and reasonable assistance to contest or limit the disclosure.

6. TERM. This Agreement takes effect on the date above and the confidentiality obligations survive for 3 year(s) from the date of disclosure of the relevant Confidential Information.

7. NO LICENSE. No license or other right to any intellectual property is granted by this Agreement. All Confidential Information remains the property of the disclosing Party.

8. NO OBLIGATION. Nothing in this Agreement obligates either Party to proceed with any transaction.

9. RETURN OR DESTRUCTION. Upon written request, the receiving Party shall promptly return or destroy all Confidential Information and any copies.

10. REMEDIES. The Parties agree that a breach may cause irreparable harm for which monetary damages are inadequate, and that the non-breaching Party is entitled to seek injunctive relief in addition to any other remedies.

11. GOVERNING LAW. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules.

12. ENTIRE AGREEMENT. This Agreement is the entire agreement between the Parties regarding its subject matter and supersedes all prior discussions. It may be amended only in writing signed by both Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

[Disclosing Party]                                  [Receiving Party]

By: ______________________            By: ______________________
Name:                                 Name:
Title:                                Title:

This document is a general template and not legal advice. Have counsel review before signing.