This Mutual Non-Disclosure Agreement (this “Agreement”) is entered into as of ____________ (the “Effective Date”) by and between Living Eden Frameworks LLC, a Nevada limited liability company (“LEF”), and ________________________________, a ________________________________ (“Counterparty”). LEF and Counterparty are each a “Party” and together the “Parties.”
The Parties wish to evaluate and potentially pursue a business relationship concerning a possible technology licensing, deployment, commercial, or related partnership (the “Purpose”). In connection with the Purpose, each Party may disclose Confidential Information to the other Party. The Parties therefore agree as follows:
1. Mutuality
This Agreement is mutual. Each Party may disclose Confidential Information as a Disclosing Party, and each Party may receive Confidential Information as a Recipient. All obligations in this Agreement apply equally and symmetrically to both Parties.
2. Definition of Confidential Information
“Confidential Information” means any non-public information disclosed or made available by or on behalf of a Party or its Representatives to the other Party or its Representatives, whether before, on, or after the Effective Date, in oral, written, electronic, visual, digital, graphic, machine-readable, or other tangible or intangible form, that is marked or identified as confidential, proprietary, or similar, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
Confidential Information includes, by way of example and without limitation, business plans, commercial terms, pricing, financial information, customer or prospect information, supplier information, product plans, roadmaps, software, models, algorithms, methods, techniques, inventions, know-how, trade secrets, patent-related information, product or service architecture, deployment information, security information, data environments, specifications, documentation, reports, analyses, notes, summaries, extracts, and other materials derived from or reflecting such information.
Confidential Information does not need to be stamped, labeled, or otherwise marked “Confidential” to qualify for protection under this Agreement.
3. Exclusions
Confidential Information does not include information that the Recipient can demonstrate by competent written records:
- is or becomes publicly available through no breach of this Agreement or other wrongful act by the Recipient or its Representatives;
- was known to the Recipient without restriction before receipt from the Disclosing Party;
- is rightfully received by the Recipient from a third party without breach of any duty of confidentiality; or
- is independently developed by the Recipient without use of or reference to the Disclosing Party’s Confidential Information.
4. Purpose Restriction and Standard of Care
The Recipient shall use the Disclosing Party’s Confidential Information solely for the Purpose and for no other purpose. The Recipient shall protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than a reasonable degree of care.
The Recipient shall not disclose, publish, transmit, distribute, or otherwise make available any Confidential Information except as expressly permitted by this Agreement.
5. Permitted Disclosures
The Recipient may disclose Confidential Information only to its and its Affiliates’ employees, officers, directors, managers, members, attorneys, accountants, financing sources, consultants, and other professional advisors or representatives (collectively, “Representatives”) who have a strict need to know the Confidential Information for the Purpose and who are bound by written or professional confidentiality obligations at least as protective as those set forth in this Agreement.
The Recipient is responsible and liable for any act or omission of its Representatives that would constitute a breach of this Agreement if committed by the Recipient.
6. No Reverse Engineering or Derivation
Except as expressly authorized in a later definitive written agreement signed by both Parties, the Recipient shall not, and shall not permit any Representative or third party to, reverse engineer, decompile, disassemble, decode, derive, reconstruct, create derivative works from, or otherwise attempt to discover the composition, underlying ideas, structure, design, source code, non-public interfaces, models, methods, techniques, architecture, workflows, or trade secrets of any technology, software, materials, systems, prototypes, or other Confidential Information disclosed by the Disclosing Party.
7. No License or Transfer of Rights
All Confidential Information remains the sole and exclusive property of the Disclosing Party. Disclosure of Confidential Information under this Agreement does not grant, assign, transfer, convey, estop, or imply any license or other right under any patent, patent application, copyright, mask work, trademark, trade secret, know-how, or other intellectual property or proprietary right of the Disclosing Party, whether by implication, estoppel, exhaustion, or otherwise.
8. Compelled Disclosure
If the Recipient or any of its Representatives is required by law, regulation, legal process, subpoena, court order, or governmental demand to disclose any Confidential Information, the Recipient shall, to the extent legally permitted, promptly notify the Disclosing Party in writing so that the Disclosing Party may seek a protective order or other appropriate remedy.
If disclosure is still required, the Recipient may disclose only that portion of the Confidential Information legally required to be disclosed and shall use reasonable efforts to obtain confidential treatment or other protection for the disclosed information.
9. Return or Destruction
Upon the earlier of the Disclosing Party’s written request or the termination or expiration of this Agreement, the Recipient shall promptly cease use of the Disclosing Party’s Confidential Information and, at the Disclosing Party’s election, return or destroy all copies of such Confidential Information in the Recipient’s possession or control, except that the Recipient may retain:
- one archival copy solely for legal, compliance, or recordkeeping purposes; and
- Confidential Information contained in routine automated backup or disaster recovery systems, provided that such retained information remains subject to this Agreement and is not accessed except as required for lawful backup restoration or compliance purposes.
Upon written request, the Recipient shall certify in writing its compliance with this Section.
10. No Obligation to Proceed; No Warranty
Nothing in this Agreement requires either Party to disclose any information, continue discussions, enter into any transaction, or proceed with any proposed relationship or deal. Any exchange of information is voluntary and preliminary.
ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS,” AND NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, OR STATUTORY, AS TO THE ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY OTHER MATTER RELATING TO ITS CONFIDENTIAL INFORMATION.
11. Term and Survival
This Agreement begins on the Effective Date and continues for two (2) years unless earlier terminated by either Party upon written notice to the other Party.
The obligations of confidentiality, non-use, and protection in this Agreement survive for five (5) years after each disclosure of Confidential Information. Notwithstanding the foregoing, with respect to any Confidential Information qualifying as a trade secret under applicable law, the obligations of this Agreement continue for so long as such information remains a trade secret under applicable law.
12. Remedies
Each Party acknowledges that unauthorized use or disclosure of the other Party’s Confidential Information may cause irreparable harm for which monetary damages may be inadequate. Accordingly, in the event of an actual or threatened breach of this Agreement, the non-breaching Party is entitled to seek equitable relief, including temporary, preliminary, and permanent injunctive relief and specific performance, in addition to any other rights or remedies available at law or in equity.
13. Governing Law and Venue
This Agreement and any dispute arising out of or relating to this Agreement shall be governed by the laws of the State of Nevada, without regard to conflict-of-laws principles. The state and federal courts located in Nevada shall have exclusive jurisdiction and venue over any action or proceeding arising out of or relating to this Agreement, and each Party consents to such jurisdiction and venue.
14. Assignment
Neither Party may assign or transfer this Agreement, whether by operation of law or otherwise, without the prior written consent of the other Party.
15. Entire Agreement; Severability; Amendments
This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous discussions, understandings, and agreements relating to that subject matter. If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid, illegal, or unenforceable provision shall be enforced to the maximum extent permitted by law.
No amendment, modification, or waiver of any provision of this Agreement is effective unless in writing and signed by authorized representatives of both Parties.
16. Counterparts; Electronic Signatures
This Agreement may be executed in counterparts, each of which is deemed an original and all of which together constitute one and the same instrument. Signatures exchanged by electronic means, including PDF, electronic signature platform, or DocuSign process, are deemed valid, binding, and enforceable to the fullest extent permitted by applicable law.
17. Construction
This Agreement is solely for confidentiality and evaluation purposes. It does not include, and shall not be construed to create, any non-solicitation, non-compete, non-circumvention, exclusivity, joint venture, partnership, fiduciary, or agency obligation between the Parties.
Signatures
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.
| Living Eden Frameworks LLC By (Signature): ______________________ Name: Title: Date: |
Counterparty By (Signature): ______________________ Name: Title: Date: |