Non-Disclosure Agreement

Parties to be determined based on input.

The parties desire to disclose certain proprietary and confidential information for the purpose of evaluating a potential business opportunity.

"Confidential Information" means all information disclosed by one party to the other, whether orally or in written form, that is clearly identified as confidential or would reasonably be considered confidential given its nature and circumstances of disclosure.

The Receiving Party agrees to:

• Maintain the confidentiality of all Confidential Information
• Limit disclosure to employees with a need to know
• Not use the Confidential Information for any purpose other than the stated purpose
• Protect the Confidential Information using the same degree of care used for its own confidential information

The obligations of the Receiving Party shall continue for an indefinite period.

During the term of this Agreement and for a period of one (1) year thereafter, the Receiving Party shall not compete with the Disclosing Party in any business directly related to the Confidential Information disclosed herein.

The Receiving Party agrees not to solicit or recruit any employees or customers of the Disclosing Party for a period of two (2) years following the termination of this Agreement.

Upon termination of this Agreement or upon request by the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information in its possession.

The parties acknowledge that breach of this Agreement may cause irreparable harm for which monetary damages are an insufficient remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance.

This Agreement shall be governed by and construed in accordance with applicable law.