Non-Circumvent Non-Disclosure Agreement

NON-CIRCUMVENT NON-DISCLOSURE AGREEMENT

This Non-Circumvent Non-Disclosure Agreement (the "Agreement") is made as of by and between Disclosing Party: , with principal address at (hereinafter "Disclosing Party"), and Receiving Party: , with principal address at (hereinafter "Recipient"). Disclosing Party and Recipient may each be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Disclosing Party possesses certain confidential, proprietary, or commercially sensitive information concerning its business opportunities, client relationships, introductions, trade contacts, financial terms, product or service specifications, and other information related to the purpose described below; and

WHEREAS, Recipient desires to receive certain Confidential Information for the limited purpose of evaluating or pursuing a potential business relationship, transaction or collaboration described as:

WHEREAS, the Parties desire to protect the confidentiality of such information and to prevent Recipient from circumventing Disclosing Party's business relationships, contacts, and introduced opportunities.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all confidential or proprietary information disclosed, whether in writing, orally, visually, electronically, or by inspection, including but not limited to: business plans, financial information, customer and supplier lists, introductions, contact information, pricing, terms of proposed transactions, technical data, trade secrets, processes, and any information that a reasonable person would understand to be confidential under the circumstances. Confidential Information includes information disclosed by Disclosing Party's affiliates, agents, officers, directors, employees, representatives, and introduced third parties.

2. NON-DISCLOSURE AND NON-USE

2.1 Recipient shall hold all Confidential Information in strict confidence and shall not disclose, publish, or disseminate Confidential Information to any third party without the prior written consent of Disclosing Party, except as permitted in this Agreement. Recipient shall use Confidential Information solely for the Purpose described above and for no other purpose.

2.2 Recipient shall protect Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care. Recipient shall limit access to Confidential Information to its employees, officers, directors, attorneys, accountants, consultants, and agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein.

3. NON-CIRCUMVENT

3.1 Recipient acknowledges that Disclosing Party will introduce or disclose contacts, clients, suppliers, investors, or other third parties ("Introduced Parties") in connection with the Purpose. Recipient agrees that it shall not, directly or indirectly, circumvent, solicit, deal with, contract with, or attempt to contract with any Introduced Party for the purpose of obtaining any business, financial benefit, commission, fee, or other compensation without the prior written consent of Disclosing Party.

3.2 The non-circumvention obligations set forth in this Section shall apply to Recipient, its affiliates, agents, representatives, successors, assigns, and any entity formed or controlled by Recipient as a result of the Confidential Information.

3.3 The duration of the non-circumvent obligations shall be months from the date of the last disclosure of Confidential Information unless otherwise agreed in writing.

4. EXCEPTIONS

4.1 Confidential Information shall not include information that Recipient can demonstrate by competent evidence: (a) is or becomes generally available to the public through no breach of this Agreement by Recipient; (b) was rightfully in Recipient's possession prior to disclosure by Disclosing Party without obligation of confidentiality; (c) is lawfully received by Recipient from a third party without restriction and without breach of an obligation of confidentiality; or (d) is independently developed by Recipient without use of or reference to Disclosing Party's Confidential Information.

4.2 If Recipient is compelled by court order or other legal process to disclose Confidential Information, Recipient shall provide Disclosing Party with prompt written notice of such requirement to permit Disclosing Party to seek a protective order or other appropriate remedy, to the extent permitted by applicable law. If such protective order or remedy is not obtained, Recipient will disclose only that portion of the Confidential Information strictly required.

5. TERM AND TERMINATION

5.1 This Agreement shall commence on the Effective Date and continue until terminated by either Party upon thirty (30) days' prior written notice. Notwithstanding termination, Recipient's obligations with respect to Confidential Information disclosed during the term shall survive for years following the date of termination, or for such longer period as required by applicable law or as set forth in this Agreement.

6. RETURN OR DESTRUCTION

6.1 Upon written request of Disclosing Party, or upon termination of this Agreement, Recipient shall promptly return or, at Disclosing Party's option, destroy all documents and materials containing Confidential Information and shall certify in writing that it has complied with this obligation, except that Recipient may retain one archival copy solely for record-keeping and compliance purposes subject to the confidentiality obligations of this Agreement.

7. REMEDIES

7.1 Recipient acknowledges that monetary damages may be insufficient to remedy a breach of this Agreement and that Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance, in addition to any other remedies available at law or in equity. Nothing in this Agreement shall be construed to require the posting of a bond as a condition for injunctive relief.

7.2 In the event of a breach of the non-circumvent obligations resulting in lost commissions, fees, or profits, Recipient shall be liable for all actual damages, and Disclosing Party shall be entitled to recover reasonable attorneys' fees, costs, and disbursements incurred in enforcing its rights under this Agreement.

8. REPRESENTATIONS AND WARRANTIES

8.1 Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and delivery of this Agreement has been duly authorized by all necessary corporate or organizational action.

9. NO LICENSE; NO OBLIGATION TO TRANSACT

9.1 Nothing in this Agreement grants Recipient any rights in or to Confidential Information except as expressly set forth herein. Except as expressly provided, neither Party is under any obligation to enter into any transaction or business relationship as a result of the disclosure of Confidential Information.

10. NOTICES

10.1 All notices, requests, consents and other communications required or permitted under this Agreement must be in writing and delivered to the addresses set forth above by hand, commercial courier, or certified mail (return receipt requested) and shall be deemed given upon receipt.

11. AMENDMENTS; WAIVER

11.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right, and a waiver of any breach shall not be construed as a waiver of any subsequent breach.

12. COUNTERPARTS; ELECTRONIC SIGNATURES

12.1 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means, including facsimile or electronic signature platforms, shall be binding to the same extent as original signatures.

13. GOVERNING LAW

13.1 This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in said State for the resolution of disputes arising under this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY

14.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements and understandings relating thereto. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed to the minimum extent necessary to make it valid and enforceable while preserving the Parties' intent.

15. MISCELLANEOUS

15.1 Neither Party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other Party, except to a successor in interest by merger or by acquisition of substantially all assets. All obligations herein binding upon the Parties shall inure to the benefit of their respective successors and permitted assigns.

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