Mutual Non-Disclosure Agreement

1. PURPOSE

The parties wish to explore a business opportunity of mutual interest and in connection with this opportunity, each party may disclose to the other certain confidential technical and business information that the disclosing party desires the receiving party to treat as confidential.

2. CONFIDENTIAL INFORMATION

"Confidential Information" means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects, including but not limited to documents, business plans, source code, software, documentation, financial information, customer information, employee information, know-how, trade secrets, third party confidential information, and other proprietary information.

Confidential Information may also include information disclosed to a disclosing party by third parties. Confidential Information shall not, however, include any information which: (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party's files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party's obligations of confidentiality; (v) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

3. NON-USE AND NON-DISCLOSURE

Each party agrees not to use any Confidential Information of the other party for any purpose except to evaluate and engage in discussions concerning a potential business relationship between the parties. Each party agrees not to disclose any Confidential Information of the other party to third parties or to such party's employees, except to those employees who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party.

4. MAINTENANCE OF CONFIDENTIALITY

Each party shall protect the other party's Confidential Information using the same degree of care that it uses to protect its own confidential information, but in no case less than reasonable care.

5. REQUIRED DISCLOSURE

If a receiving party is required by law, regulation, or court order to disclose any Confidential Information, the receiving party shall give the disclosing party prompt written notice and shall cooperate with the disclosing party to seek a protective order or otherwise limit the disclosure.

6. OWNERSHIP

All Confidential Information remains the property of the disclosing party. Nothing in this Agreement shall be construed as granting any rights to the receiving party, by license or otherwise, to any Confidential Information of the disclosing party except as expressly set forth herein.

7. TERM AND SURVIVAL

This Agreement shall commence on the Effective Date and shall continue for a period of three (3) years. The obligations of each party under this Agreement shall survive termination of this Agreement and shall be binding upon such party's heirs, successors, and assigns. The receiving party's obligations with respect to any particular Confidential Information shall expire three (3) years following the date of disclosure of such Confidential Information, except that Confidential Information that constitutes a trade secret under applicable law shall be maintained in confidence for as long as such information remains a trade secret under applicable law.

8. RETURN OR DESTRUCTION

Upon termination of this Agreement or upon the written request of the disclosing party, the receiving party shall promptly return to the disclosing party or destroy all documents, notes, and other tangible materials representing the disclosing party's Confidential Information and all copies thereof.

9. NO OBLIGATION TO PROCEED

Neither this Agreement nor the disclosure of any Confidential Information shall obligate either party to proceed with any transaction or relationship or grant any rights to either party with respect to the Confidential Information beyond those explicitly stated in this Agreement. Either party may terminate this Agreement at any time without cause upon written notice to the other party.

10. REMEDIES

Each party acknowledges that the Confidential Information is valuable and unique, and that disclosure of such information would result in irreparable injury to the disclosing party for which monetary damages alone would be an inadequate remedy. Accordingly, each party agrees that the other party shall be entitled to seek equitable relief, including injunction and specific performance, in the event of any breach of this Agreement. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement, but shall be in addition to all other remedies available at law or equity.

11. NO WARRANTY

ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS, OR PERFORMANCE OF ANY CONFIDENTIAL INFORMATION.

12. NON-SOLICITATION

During the term of this Agreement and for one (1) year following its termination, neither party shall, without the prior written consent of the other party, solicit for employment or hire any employee of the other party who has had access to the Confidential Information of the other party.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflicts of law provisions.

14. MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. This Agreement may not be amended except by a written document signed by both parties. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.