Non-Disclosure Agreement

This Non-Disclosure Agreement ("Agreement") is entered into by the parties identified above. The parties agree to the following terms regarding the protection of confidential information disclosed in connection with a potential or active business engagement.

1. Definition of Confidential Information

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

• Business plans, strategies, and financial information
• Customer lists, data, and contact information
• Technical specifications, source code, and algorithms
• Product designs, prototypes, and trade secrets
• Marketing plans, pricing strategies, and competitive analyses
• Any information marked "confidential" or reasonably understood to be confidential

2. Exclusions

Confidential Information does not include information that:

• Was already known to the Receiving Party before disclosure
• Becomes publicly available through no fault of the Receiving Party
• Is independently developed by the Receiving Party without use of the Confidential Information
• Is received from a third party without breach of any obligation of confidentiality
• Is required to be disclosed by law or court order (with prior written notice to the Disclosing Party)

3. Obligations

The Receiving Party agrees to:

• Keep all Confidential Information strictly confidential
• Use Confidential Information solely for the purpose of evaluating or performing work for the Disclosing Party
• Not disclose Confidential Information to any third party without prior written consent
• Protect Confidential Information with at least the same degree of care used to protect its own confidential information
• Limit access to Confidential Information to those who need to know and are bound by similar obligations

4. Term

This Agreement is effective from the date above and shall remain in effect for 2 years from the date of disclosure of the Confidential Information, or until the Confidential Information no longer qualifies as confidential, whichever comes first.

5. Return of Materials

Upon termination of this Agreement or upon request by the Disclosing Party, the Receiving Party shall promptly return or destroy all copies of Confidential Information in any form, and certify in writing that such destruction has been completed.

6. No License or Transfer

Nothing in this Agreement grants the Receiving Party any rights, license, or ownership in the Confidential Information. All Confidential Information remains the property of the Disclosing Party.

7. Remedies

The parties acknowledge that any breach of this Agreement may cause irreparable harm for which monetary damages would be inadequate. The Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina.