Non-Disclosure Framework Contract

NON-DISCLOSURE FRAMEWORK CONTRACT

This Non-Disclosure Framework Contract ("Agreement") is entered into as of by and between Discloser Name: (Discloser), with principal place of business at , and Recipient Name: (Recipient), with principal place of business at .

RECITALS

WHEREAS, Discloser possesses certain confidential, proprietary and non-public information relating to its business, technology, products, services, customers and operations that Discloser deems valuable and wishes to protect (the "Confidential Information"); and

WHEREAS, the parties desire to enter into a framework under which Confidential Information may be disclosed to Recipient for the limited purpose of (the "Purpose"), and to set forth the parties' rights and obligations with respect to such Confidential Information; and

WHEREAS, the parties intend that this Agreement govern all disclosures between them during the term specified below.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all information disclosed by Discloser to Recipient, whether in written, oral, visual or electronic 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, technical data, trade secrets, know-how, inventions, processes, source code, designs, drawings, product roadmaps, pricing, marketing and business plans, customer lists, and financial information.

1.2 "Receiving Party" means the party receiving Confidential Information. "Disclosing Party" means the party disclosing Confidential Information. Defined terms used in the singular shall include the plural where appropriate.

2. CONFIDENTIALITY OBLIGATIONS

2.1 The Receiving Party shall: (a) hold all Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except as permitted by this Agreement; and (c) use Confidential Information solely for the Purpose.

2.2 The Receiving Party shall restrict disclosure of Confidential Information to those of its employees, contractors and advisors who have a legitimate need to know for the Purpose and who are bound by confidentiality obligations no less protective than those in this Agreement.

3. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

3.1 Confidential Information does not include information that: (a) is or becomes publicly available through no breach by Receiving Party; (b) was lawfully known to Receiving Party prior to disclosure and evidenced by written records; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by Receiving Party without use of or reference to Discloser's Confidential Information.

4. PERMITTED DISCLOSURES

4.1 The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation or legal process, provided that, to the extent legally permitted, the Receiving Party gives prompt written notice to Discloser and reasonably cooperates with Discloser in seeking a protective order or other appropriate remedy.

5. TERM; TERMINATION

5.1 This Agreement commences on the Effective Date set forth above and shall continue for a period of unless earlier terminated by either party upon thirty (30) days' prior written notice to the other party.

5.2 Notwithstanding termination or expiration, the Receiving Party's obligations with respect to Confidential Information disclosed during the term shall survive for a period of after the date of disclosure, except for trade secrets, for which obligations shall survive for so long as the information remains a trade secret under applicable law.

6. RETURN OR DESTRUCTION

Upon Discloser's written request, the Receiving Party shall promptly return or destroy all materials and media containing Confidential Information and shall certify in writing within days that it has complied; provided that the Receiving Party may retain copies to the extent required by applicable law or for archival purposes, subject to continued confidentiality obligations.

7. REMEDIES

7.1 The Receiving Party acknowledges that monetary damages may be inadequate to remedy a breach of this Agreement and that Discloser shall be entitled to seek injunctive or other equitable relief without the requirement of posting bond in addition to any other remedies available at law or in equity.

7.2 Nothing in this Agreement shall be construed to limit either party's right to pursue actual damages or other legal remedies for breach, except to the extent such remedies are limited by a separate, written agreement between the parties.

8. NO LICENSE

Except as expressly set forth herein, no license or other rights, by implication, estoppel or otherwise, under any patent, trademark, copyright or other intellectual property right are granted to Receiving Party in connection with the disclosure of Confidential Information.

9. LIABILITY AND INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's breach of this Agreement, gross negligence or willful misconduct. Neither party shall be liable for indirect, incidental or consequential damages except where such damages arise from a party's willful misconduct or breach of confidentiality obligations.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or email (receipt confirmed).

11. AMENDMENTS; WAIVER

No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties. No waiver of any breach shall be effective unless in writing and signed by the party waiving the breach. A waiver of any default shall not constitute a waiver of any subsequent default.

12. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in such State for any dispute arising out of this Agreement.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, such provision shall be reformed to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

14. COUNTERPARTS; ELECTRONIC SIGNATURES

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 electronically or by facsimile shall be deemed original signatures.

15. INTERPRETATION

Headings are for convenience only and shall not affect construction. The parties have participated jointly in the negotiation and drafting of this Agreement and agree that any ambiguity shall not be construed against either party as drafter.

16. SURVIVAL

The provisions of this Agreement that by their nature should survive termination or expiration shall so survive, including but not limited to Sections 1 (Definitions), 2 (Confidentiality Obligations), 5 (Term; Termination), 6 (Return or Destruction), 7 (Remedies), 9 (Liability and Indemnification), 11 (Amendments; Waiver), 12 (Governing Law; Jurisdiction) and 13 (Entire Agreement; Severability).

ADDITIONAL TERMS

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