MUTUAL NON-DISCLOSURE AGREEMENT

Effective Date: {{EFFECTIVE_DATE}} Party A: {{PARTY_A_NAME}}, a {{PARTY_A_ENTITY_TYPE}} organized under the laws of {{PARTY_A_STATE}} ("Party A") Party B: {{PARTY_B_NAME}}, a {{PARTY_B_ENTITY_TYPE}} organized under the laws of {{PARTY_B_STATE}} ("Party B")

Party A and Party B are each referred to herein individually as a "Party" and collectively as the "Parties."

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1. Purpose

The Parties desire to explore a potential business relationship or transaction (the "Purpose") and, in connection therewith, each Party may disclose to the other certain proprietary and confidential information. This Agreement governs the disclosure and protection of such information.

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2. Definition of Confidential Information

2.1 "Confidential Information" means any information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally, in writing, electronically, or in any other 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. Confidential Information includes, without limitation, trade secrets, business plans, financial data, customer lists, technical specifications, software, product designs, marketing strategies, pricing information, and any other non-public business information.

2.2 Confidential Information does not include information that: (a) is or becomes generally available to the public other than through breach of this Agreement by the Receiving Party; (b) was rightfully known by the Receiving Party before disclosure by the Disclosing Party, without restriction; (c) is rightfully received by the Receiving Party from a third party without restriction on disclosure; (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (e) is required to be disclosed by applicable law, regulation, court order, or governmental authority, provided that the Receiving Party gives the Disclosing Party prompt prior written notice of such requirement and cooperates with the Disclosing Party in seeking a protective order.

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3. Obligations of the Receiving Party

3.1 Each Party, as Receiving Party, shall: (a) hold the Disclosing Party's Confidential Information in strict confidence using at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care; (b) not disclose the Confidential Information to any third party without the Disclosing Party's prior written consent; and (c) use the Confidential Information solely for the Purpose and for no other purpose.

3.2 Each Party may disclose Confidential Information to its employees, officers, directors, agents, contractors, advisors, and legal and financial representatives (collectively, "Representatives") who have a need to know such information for the Purpose, provided that such Representatives are bound by obligations of confidentiality no less protective than those set forth in this Agreement. Each Party shall be responsible for any breach of this Agreement by its Representatives.

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4. No License

Nothing in this Agreement grants either Party any right, title, interest, or license in or to the other Party's Confidential Information, intellectual property, or any other proprietary rights. All Confidential Information remains the exclusive property of the Disclosing Party.

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5. Return or Destruction of Confidential Information

5.1 Upon the Disclosing Party's written request, or upon expiration or termination of this Agreement, the Receiving Party shall promptly return or certify the destruction of all tangible materials containing the Disclosing Party's Confidential Information, including all copies, summaries, and extracts thereof.

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

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6. Term

6.1 This Agreement shall commence on the Effective Date and continue for a period of {{AGREEMENT_TERM_YEARS}} years, unless earlier terminated by either Party upon {{TERMINATION_NOTICE_DAYS}} days' prior written notice to the other Party.