Professional Agreement Suite

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT Effective Date: 2026-06-20 1. PARTIES. This NDA is entered into between First Party Inc. ("Disclosing Party") and Second Party LLC ("Receiving Party"). 2. CONFIDENTIALITY OBLIGATIONS. The Receiving Party agrees to hold the Disclosing Party's Confidential Information in strict confidence for a period of 5 years from the Effective Date. 3. DEFINITION OF CONFIDENTIAL INFORMATION. "Confidential Information" means any proprietary data, trade secrets, business plans, financial records, technical specifications, customer lists, software code, or other non-public information disclosed by one Party to the other, whether orally or in writing, that is designated as confidential or reasonably should be understood to be confidential given the nature of the information. 4. EXCLUSIONS. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is required to be disclosed by law or court order. 5. STANDARD OF CARE. The Receiving Party shall protect Confidential Information using the same degree of care used to protect its own confidential information, but in no event less than reasonable care. 6. RETURN OF MATERIALS. Upon written request, the Receiving Party shall promptly return or destroy all Confidential Information and certify such destruction in writing. 7. NO LICENSE. Nothing in this Agreement grants any intellectual property license or right to use any Confidential Information beyond the purpose of evaluation. 8. REMEDIES. The Disclosing Party shall be entitled to seek injunctive relief and any other remedies available at law or equity for any breach of this Agreement. 9. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of Delaware, US. 10. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding between the Parties regarding the subject matter and supersedes all prior agreements. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. __________________________ __________________________ First Party Inc. Second Party LLC Signature: __________________ Signature: __________________ Date: ______________________ Date: ______________________