Mutual Non-Disclosure Agreement

1. Parties

2. Purpose

The Parties wish to explore a potential business relationship concerning:

(the "Purpose"). In connection with the Purpose, each Party may disclose certain confidential and proprietary information to the other Party.

3. Definition of Confidential Information

3.1 Confidential Information

"Confidential Information" means any and all non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally, in writing, or by any other means, including but not limited to:

• Technical information, including software, source code, algorithms, APIs, architectures, and documentation
• Business information, including business plans, strategies, customer lists, and financial data
• Product information, including product plans, designs, and roadmaps
• Trade secrets and proprietary methodologies
• Any information marked or identified as "Confidential" or "Proprietary"
• Any information that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure

3.2 Consultant-Specific Information

For clarity, Consultant's Confidential Information includes proprietary tools, frameworks, methodologies, and techniques used in providing services, regardless of whether such information is marked as confidential.

4. Obligations

4.1 Protection of Confidential Information

The Receiving Party agrees to:

• Hold and maintain Confidential Information in strict confidence
• Use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care
• Use Confidential Information solely for the Purpose
• Not disclose Confidential Information to any third party without prior written consent of the Disclosing Party

4.2 Permitted Disclosures

The Receiving Party may disclose Confidential Information to its employees, contractors, and advisors who:

• Have a need to know such information for the Purpose
• Are bound by confidentiality obligations at least as protective as those in this Agreement

The Receiving Party shall be responsible for any breach of this Agreement by such persons.

4.3 Required Disclosures

If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, it shall: (a) promptly notify the Disclosing Party (if legally permitted); (b) cooperate with the Disclosing Party in seeking a protective order; and (c) disclose only the minimum information required.

5. Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the Receiving Party
• Was rightfully in the Receiving Party's possession prior to disclosure, without restriction on use or disclosure
• Is rightfully received from a third party without restriction and without breach of this Agreement
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information
• Is approved for release in writing by the Disclosing Party

6. Term and Termination

6.1 Term

This Agreement shall be effective as of the Effective Date and shall continue for a period of one (1) year, unless earlier terminated by either Party upon thirty (30) days' prior written notice.

6.2 Survival

The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of three (3) years from the date of disclosure of the applicable Confidential Information.

7. Return of Materials

Upon termination of this Agreement or upon request by the Disclosing Party, the Receiving Party shall promptly: (a) return all tangible materials containing Confidential Information; (b) permanently delete all electronic copies of Confidential Information from its systems; and (c) certify in writing that it has complied with these obligations. Notwithstanding the foregoing, the Receiving Party may retain copies of Confidential Information as required by law or for archival purposes, subject to the continuing confidentiality obligations herein.

8. Remedies

The Parties acknowledge that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to any other remedies available at law or in equity.

Nothing in this Agreement shall limit either Party's liability for fraud, willful misconduct, or gross negligence.

9. General Provisions

9.1 No License

Nothing in this Agreement grants any license, by implication, estoppel, or otherwise, under any patent, copyright, trademark, or other intellectual property rights.

9.2 No Obligation

Nothing in this Agreement obligates either Party to enter into any further agreement or business relationship.

9.3 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of laws principles.

9.4 Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, and agreements.

9.5 Amendments

This Agreement may only be amended by a written instrument signed by both Parties.

9.6 Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.

9.7 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding.