Mutual Non-Disclosure
Agreement

<b>Confidential Information</b> means any non-public information disclosed by one party (the <b>"Disclosing Party"</b>) to the other (the <b>"Receiving Party"</b>), whether oral, written, or electronic, that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. It includes, without limitation, source code, architecture, product roadmaps, financial and pricing data, customer lists, and unreleased features.

The Receiving Party shall use the Confidential Information solely for the Purpose and shall protect it using at least the same degree of care it uses for its own confidential information, and no less than reasonable care.

The obligations above do not apply to information that the Receiving Party can demonstrate: (a) is or becomes public through no fault of the Receiving Party; (b) was rightfully known to it without restriction before disclosure; (c) is independently developed without reference to the Confidential Information; or (d) is rightfully received from a third party without a duty of confidentiality. Disclosure required by law or court order is permitted if the Receiving Party gives prompt notice, where lawful, and reasonable cooperation to seek protective treatment.

This Agreement begins on the Effective Date and continues for the Term stated above; confidentiality obligations survive for that period as to each disclosure. Upon written request or termination, the Receiving Party shall promptly return or destroy all Confidential Information and copies, and certify destruction on request, except one archival copy retained solely for legal compliance.

The parties agree that monetary damages may be inadequate for a breach of this Agreement and that the Disclosing Party is entitled to seek injunctive and other equitable relief, in addition to any other remedies available, without the necessity of posting a bond.

This Agreement is governed by the laws of the State entered above, without regard to conflict-of-laws rules. It is the <b>entire agreement</b> between the parties as to its subject and supersedes all prior discussions. No waiver of any provision is effective unless in writing. If any provision is held unenforceable, the remainder stays in effect. Neither party may assign this Agreement without the other's prior written consent, except in connection with a merger or sale of substantially all assets. Nothing here grants any license or obligates either party to proceed with the Purpose.