This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of April 10, 2026 by and between Apex Digital Agency, a corporation organized under the laws of the State of Delaware, with its principal place of business at 300 Innovation Drive, Austin, TX 78701 ("Party A"), and Riverstone Brewing Company, a corporation organized under the laws of the State of Delaware, with its principal place of business at 750 Brewery Lane, Fort Worth, TX 76102 ("Party B"). Party A and Party B are each referred to as a "Party" and collectively as the "Parties."
1.
Purpose
The Parties wish to explore Evaluation of potential business partnership for e-commerce platform development (the "Purpose") and in connection therewith, each Party may disclose to the other certain confidential and proprietary information.
2.
Definition of Confidential Information
"Confidential Information" means any non-public information disclosed by either Party to the other, whether in written, oral, electronic, or visual form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, without limitation, trade secrets, business plans, financial data, customer lists, technical data, and product designs.
3.
Obligations of Receiving Party
Each Party agrees to: (a) hold the other Party's Confidential Information in strict confidence; (b) not disclose such information to any third party without prior written consent; (c) use such information solely for the Purpose; and (d) protect such information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
4.
Exclusions
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was already known to the receiving Party prior to disclosure; (c) is independently developed without use of the Confidential Information; or (d) is rightfully received from a third party without restriction.
5.
Term
This Agreement shall remain in effect for two (2) years from the Effective Date. The obligations of confidentiality shall survive termination for a period of three (3) years.
6.
Return of Materials
Upon termination of this Agreement or upon request, each Party shall promptly return or destroy all Confidential Information of the other Party and certify in writing that it has done so.
7.
Governing Law
This Agreement shall be governed by the laws of State of Texas, without regard to its conflict of laws principles.
Party A
Apex Digital Agency
Party B
Riverstone Brewing Company