Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of between (the "First Party") and (the "Second Party").

The parties wish to explore a potential business relationship, and in connection with this, each party may disclose to the other certain confidential or proprietary information.

"Confidential Information" means any information disclosed by either party, whether in written, oral, electronic, or other form, including but not limited to business, technical, or financial information.

• Each party agrees to use the Confidential Information solely for the purpose described above.
• Each party agrees to take reasonable measures to protect the confidentiality of the information.
• Neither party will disclose the other party's Confidential Information to any third party without prior written consent.

Confidential Information does not include information that:

• Is or becomes public knowledge through no fault of the receiving party;
• Is rightfully received from a third party without breach of any obligation of confidentiality;
• Is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or
• Is required to be disclosed by law or court order, provided the receiving party gives prompt notice to allow the disclosing party to seek protection.

This Agreement shall commence on the date first written above and continue for a period of years unless terminated earlier by either party with written notice.

Upon written request, each party shall promptly return or destroy all copies of Confidential Information.

Nothing in this Agreement shall be construed as granting any rights to the other party under any patent, copyright, or other intellectual property right.

• This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof.
• No amendment or modification is valid unless in writing and signed by both parties.
• This Agreement is governed by the laws of .