NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the "Agreement") is entered into as of (the "Effective Date") by and between:

DISCLOSING PARTY: , with contact email

RECEIVING PARTY: , with contact email

1. PURPOSE

The parties wish to explore a business opportunity of mutual interest (the "Purpose"), 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. DEFINITION OF 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, that is designated as "Confidential," "Proprietary," or with some similar designation, or that should reasonably be understood to be confidential given the nature of the information and circumstances of disclosure.

Description of specific confidential information covered:

3. OBLIGATIONS

The Receiving Party agrees to: (a) hold the Confidential Information in strict confidence; (b) not disclose the Confidential Information to any third parties without prior written consent; (c) use the Confidential Information solely for the Purpose; (d) protect the Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

4. TERM

This Agreement shall remain in effect for a period of two (2) years from the Effective Date, unless earlier terminated by either party with thirty (30) days written notice.

5. RETURN OF MATERIALS

Upon termination of this Agreement or upon request, the Receiving Party shall promptly return or destroy all Confidential Information and any copies thereof.

6. GOVERNING LAW

This Agreement shall be governed by the laws of the jurisdiction where the Disclosing Party is located, without regard to conflicts of law principles.

Address for notices: