MUTUAL NON-DISCLOSURE AGREEMENT

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MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (this "Agreement") is entered into as of [DATE] (the "Effective Date") by and between:

[PARTY A FULL LEGAL NAME], a [entity type, e.g., Delaware limited liability company] with its principal place of business at [ADDRESS] ("Party A"); and

[PARTY B FULL LEGAL NAME], a [entity type or "individual residing at"] [ADDRESS] ("Party B");

(each a "Party" and collectively the "Parties").

RECITALS

The Parties wish to explore a potential business relationship, partnership, investment, or transaction (the "Purpose") and, in connection therewith, each Party may disclose to the other certain confidential and proprietary information. The Parties desire to protect such information from unauthorized use and disclosure.

AGREEMENT

In consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITION OF CONFIDENTIAL INFORMATION

1.1 "Confidential Information" means any and all information or data, in any form or medium (whether oral, written, electronic, visual, or otherwise), disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") that:

(a) is marked or otherwise identified as "confidential," "proprietary," or with a similar designation at the time of disclosure; or

(b) is disclosed orally or visually and identified as confidential at the time of disclosure and confirmed in writing within ten (10) days thereafter; or

(c) by its nature or the circumstances surrounding its disclosure, a reasonable person would understand it to be confidential.

1.2 Without limiting the foregoing, Confidential Information expressly includes:

(i) Intellectual Property — inventions (whether or not patentable), patents, patent applications, trade secrets, proprietary algorithms, source code, software, databases, data models, system architectures, technical specifications, research and development, and any other intellectual property or proprietary technology;

(ii) Business and Financial Information — business plans, financial statements, projections, revenue figures, pricing strategies, cost structures, capitalization tables, investor information, fundraising materials, valuation information, and any other financial data;

(iii) Marketing and Commercial Information — marketing strategies, go-to-market plans, customer acquisition strategies, advertising campaigns, promotional materials, brand strategies, and competitive intelligence;

(iv) Customer and Provider Information — customer lists, customer data, provider lists, supplier information, partner relationships, and any information relating to existing or prospective customers, providers, or business partners;

(v) Operational Information — processes, methods, know-how, trade practices, internal procedures, organizational information, and personnel information;

(vi) Product Information — product roadmaps, unreleased features, product designs, prototypes, user research, and product development plans; and

(vii) Third-Party Information — any information of a third party that the Disclosing Party is obligated to treat as confidential.

2. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

2.1 Confidential Information does not include information that the Receiving Party can demonstrate by written records:

(a) is or becomes publicly available through no act or omission of the Receiving Party;

(b) was rightfully known to the Receiving Party without restriction prior to disclosure by the Disclosing Party;

(d) is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information.

2.2 Disclosure Required by Law. If the Receiving Party is required to disclose Confidential Information pursuant to applicable law, regulation, court order, or legal process, the Receiving Party shall: (i) promptly notify the Disclosing Party in writing of such requirement prior to disclosure to the extent permitted by law; (ii) cooperate with the Disclosing Party's efforts to seek a protective order or other appropriate relief; and (iii) disclose only that portion of the Confidential Information that is legally required to be disclosed.

3. OBLIGATIONS OF THE RECEIVING PARTY

3.1 Non-Disclosure. The Receiving Party agrees to:

(a) hold all Confidential Information in strict confidence and not disclose it to any third party without the prior written consent of the Disclosing Party;

(b) use the Confidential Information solely for the Purpose stated in this Agreement and for no other purpose whatsoever;

(c) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and

(d) promptly notify the Disclosing Party in writing upon discovery of any unauthorized use, disclosure, or breach of this Agreement.

3.2 Permitted Disclosures. The Receiving Party may disclose Confidential Information only to its employees, officers, directors, contractors, advisors, and legal counsel (collectively, "Representatives") who:

(a) have a legitimate need to know such information for the Purpose;

(b) are bound by written confidentiality obligations at least as protective as those contained herein; and

The Receiving Party shall be fully liable for any breach of this Agreement by its Representatives.

3.3 No License. Nothing in this Agreement grants the Receiving Party any right, title, license, or interest in or to any Confidential Information, intellectual property, or other proprietary rights of the Disclosing Party. All Confidential Information remains the sole and exclusive property of the Disclosing Party.

3.4 No Reverse Engineering. The Receiving Party shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, trade secrets, or proprietary methodologies from any Confidential Information.

4. INTELLECTUAL PROPERTY

4.1 All Confidential Information, and all intellectual property rights therein, remain exclusively with the Disclosing Party. This Agreement does not transfer or convey any ownership interest in any intellectual property.

4.2 Any ideas, concepts, feedback, or suggestions provided by the Receiving Party specifically in response to or derived from the Disclosing Party's Confidential Information shall be deemed the property of the Disclosing Party and the Receiving Party hereby assigns all rights thereto to the Disclosing Party.

4.3 Nothing in this Agreement shall be construed to grant any license under any patent, copyright, trademark, trade secret, or other intellectual property right, whether by estoppel, implication, or otherwise.

5. NON-SOLICITATION

5.1 During the term of this Agreement and for a period of [12/24] months following its expiration or termination, neither Party shall, directly or indirectly:

(a) solicit, recruit, or hire any employee, contractor, or service provider of the other Party who was introduced to or became known to such Party through the Parties' discussions under this Agreement; or

(b) solicit or entice away any customer, client, provider, or business partner of the other Party whose identity became known through disclosure of Confidential Information under this Agreement.

[Note: Non-solicitation enforceability varies significantly by state. Review with counsel.]

6. TERM AND TERMINATION

6.1 Term. This Agreement shall commence on the Effective Date and continue for a period of three (3) years, unless earlier terminated by either Party upon thirty (30) days' written notice to the other Party.

6.2 Survival. The obligations of confidentiality and non-use set forth in this Agreement shall survive termination or expiration of this Agreement for a period of five (5) years from the date of each disclosure of Confidential Information, or indefinitely with respect to Confidential Information that constitutes a trade secret under applicable law.

6.3 Return or Destruction. Upon written request by the Disclosing Party, or upon termination of this Agreement, the Receiving Party shall promptly:

(a) return to the Disclosing Party all tangible materials containing Confidential Information; and

(b) permanently delete or destroy all electronic copies of Confidential Information in its possession or control, and certify such destruction in writing within ten (10) days of the request.

Notwithstanding the foregoing, the Receiving Party may retain one archival copy of Confidential Information solely to the extent required by applicable law or regulation, subject to the continuing confidentiality obligations of this Agreement.

7. REMEDIES

7.1 Injunctive Relief. The Parties acknowledge that any breach of this Agreement may cause the Disclosing Party irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in the event of an actual or threatened breach, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, and other equitable relief without the necessity of proving actual damages, posting a bond, or other security, in addition to any other remedies available at law or in equity.

7.2 Cumulative Remedies. The rights and remedies provided in this Agreement are cumulative and not exclusive of any other rights or remedies that may be available under applicable law.

7.3 Attorneys' Fees. In any action to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party.

8. GENERAL PROVISIONS

8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to its conflict of laws principles.

8.2 Dispute Resolution. Any dispute arising out of or relating to this Agreement shall be submitted to binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, with arbitration conducted in [CITY, STATE]. Judgment on the arbitration award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction without waiving its right to arbitration.

8.3 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, and understandings of the Parties with respect to such subject matter.

8.4 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both Parties.

8.5 Waiver. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right. No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach.

8.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

8.7 Assignment. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee assumes all obligations hereunder.

8.8 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures (including PDF, DocuSign, or similar) shall be deemed valid and binding to the same extent as original signatures.

8.9 No Agency. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the Parties.

8.10 Notices. All notices under this Agreement shall be in writing and delivered by: (i) personal delivery; (ii) certified mail, return receipt requested; (iii) nationally recognized overnight courier; or (iv) email with confirmation of receipt to the addresses set forth above or such other address as a Party may designate in writing.

SIGNATURE PAGE

IN WITNESS WHEREOF, the Parties have executed this Mutual Non-Disclosure Agreement as of the Effective Date.

[PARTY A FULL LEGAL NAME]

Signature: ___________________________

Printed Name: ________________________

Title: _______________________________

Date: ________________________________

[PARTY B FULL LEGAL NAME]

Signature: ___________________________

Printed Name: ________________________

Title: _______________________________

Date: ________________________________

SCHEDULE A — PURPOSE OF DISCLOSURE

(Complete this section to define the specific context of the relationship)

The Purpose of the disclosure under this Agreement is:

(Example: "Evaluation of a potential strategic partnership between the Parties in connection with the development and commercialization of a residential home services marketplace platform.")

⚠ This document is a template prepared for informational purposes only and does not constitute legal advice. Evergrn LLC makes no representation that this document is legally sufficient for any particular jurisdiction or purpose. Consult qualified legal counsel prior to executing this agreement.

NDA Template

MUTUAL NON-DISCLOSURE AGREEMENT