NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement ("Agreement") is entered into as of May 18, 2026, between [Disclosing Party details] ("Disclosing Party") and [Receiving Party details] ("Receiving Party"), collectively referred to as the "Parties", for the purpose of [purpose of the agreement].

"Confidential Information" means any non-public information disclosed by Disclosing Party to Receiving Party, either directly or indirectly, in writing, orally, or by inspection of tangible objects, including but not limited to business plans, technical data, trade secrets, financial information, and any other information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

Receiving Party agrees to: (a) hold the Confidential Information in strict confidence; (b) not disclose the Confidential Information to any third party without prior written consent from Disclosing Party; (c) use the Confidential Information solely for the purpose described above; (d) protect the Confidential Information using at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care.

The obligations of confidentiality under this Agreement shall not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known before receipt from the disclosing Party; (c) is independently developed without use of or reference to the Confidential Information; (d) is required to be disclosed by law, regulation, or court order, provided that the receiving Party gives prompt written notice to the disclosing Party prior to such disclosure.

This Agreement shall commence on the Effective Date and the confidentiality obligations shall remain in effect for 1 (one) year from the date of disclosure of the Confidential Information, unless earlier terminated by mutual written agreement of the Parties.

Upon written request or termination of this Agreement, the receiving Party shall promptly return or destroy all Confidential Information and any copies thereof, and certify in writing that it has done so.

This Agreement shall be governed by and construed in accordance with the laws of [Governing Jurisdiction], without regard to conflict of law principles. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [Governing Jurisdiction].

This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions and agreements. This Agreement may not be modified except by a written instrument signed by both Parties. If any provision of this Agreement is found unenforceable, the remaining provisions shall continue in full force.