Unilateral Non-Disclosure Agreement

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

discloser_name (the "Discloser"); and

recipient_name (the "Recipient").

Discloser and Recipient are each referred to herein as a "Party" and collectively as the "Parties."

1. Purpose

Discloser wishes to disclose certain confidential and proprietary information to Recipient for the purpose of purpose (the "Purpose"). This Agreement sets forth the terms and conditions under which such information will be disclosed, received, and protected.

2. Definitions

2.1 Confidential Information

"Confidential Information" means any and all non-public, proprietary, or confidential information disclosed by or on behalf of Discloser to Recipient, whether disclosed orally, in writing, electronically, visually, or by inspection of tangible objects, including without limitation:

(a) Business information, including business plans, strategies, forecasts, projections, financial statements, budgets, pricing models, customer lists, supplier information, and marketing plans;

(b) Technical information, including inventions, designs, algorithms, software (including source code and object code), specifications, architectures, protocols, formulas, processes, techniques, and know-how;

(c) Product information, including product roadmaps, development plans, prototypes, samples, and unreleased features or functionality;

(d) Personnel information, including organizational structures, compensation data, and employee identities and qualifications;

(e) Any information designated as "Confidential," "Proprietary," or with a similar marking at the time of disclosure; and

(f) Any information that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, regardless of whether it is marked as such.

2.2 Representatives

"Representatives" means Recipient's officers, directors, employees, agents, advisors (including attorneys, accountants, financial advisors, and consultants), and any affiliated entities, in each case who have a need to know the Confidential Information for the Purpose and who are bound by obligations of confidentiality no less restrictive than those set forth in this Agreement.

3. Obligations of the Recipient

3.1 Duty of Confidentiality

Recipient agrees to:

(a) Hold all Confidential Information in strict confidence and not disclose it to any third party except as expressly permitted in this Agreement;

(b) Use the Confidential Information solely for the Purpose and not for any other purpose whatsoever, including without limitation for Recipient's own benefit or for the benefit of any third party;

(c) Restrict disclosure of the Confidential Information to its Representatives who have a need to know such information for the Purpose, provided that Recipient shall be responsible for any breach of this Agreement by its Representatives;

(d) Protect the Confidential Information using the same degree of care that Recipient uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; and

(e) Not copy, reproduce, or distribute the Confidential Information except as reasonably necessary for the Purpose.

3.2 No Reverse Engineering

Recipient shall not reverse engineer, disassemble, decompile, or otherwise attempt to derive the composition, structure, or underlying ideas, algorithms, or trade secrets of any Confidential Information, including any software, prototypes, or physical materials provided by Discloser.

3.3 Required Disclosures

If Recipient or any of its Representatives becomes legally compelled by applicable law, regulation, or legal process (including a subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, Recipient shall, to the extent legally permitted:

(a) Provide Discloser with prompt written notice so that Discloser may seek a protective order or other appropriate remedy;

(b) Cooperate with Discloser in seeking such protective order at Discloser's expense; and

(c) Disclose only that portion of the Confidential Information which is legally required to be disclosed.

Any Confidential Information disclosed pursuant to a legal requirement shall retain its confidential status under this Agreement.

4. Exclusions from Confidential Information

The obligations of this Agreement shall not apply to information that Recipient can demonstrate by competent evidence:

(a) Was publicly known and generally available in the public domain prior to the time of disclosure by Discloser;

(b) Becomes publicly known and generally available after disclosure by Discloser through no wrongful action or inaction of Recipient or its Representatives;

(c) Was already in the possession of Recipient, without obligation of confidentiality, at the time of disclosure by Discloser, as shown by Recipient's files and records predating such disclosure;

(d) Is obtained by Recipient from a third party without restriction on disclosure and without breach of any obligation of confidentiality to Discloser; or

(e) Is independently developed by Recipient without use of or reference to Discloser's Confidential Information, as demonstrated by documented evidence.

A specific disclosure of Confidential Information shall not be deemed to fall within the foregoing exclusions merely because it is embraced by more general information that is publicly available or in Recipient's possession. A combination of features shall not be deemed within such exclusions merely because individual features are publicly available or in Recipient's possession, unless the combination itself and its principle of operation are publicly available or in Recipient's possession.

5. Return and Destruction of Confidential Information

Upon the written request of Discloser or upon termination or expiration of this Agreement, Recipient shall, at Discloser's option, promptly:

(a) Return to Discloser all tangible materials containing or embodying Confidential Information (including all copies, extracts, and summaries thereof); or

(b) Destroy all such materials and provide Discloser with a written certification signed by an authorized officer of Recipient confirming that all such materials have been destroyed.

Notwithstanding the foregoing, Recipient may retain copies of Confidential Information: (i) to the extent required by applicable law or regulation; (ii) in accordance with bona fide document retention or backup policies, provided that such retained Confidential Information shall remain subject to all terms of this Agreement; and (iii) in the files of Recipient's legal counsel solely for the purpose of monitoring compliance with this Agreement.

6. Ownership and No License

All Confidential Information shall remain the exclusive property of Discloser. Nothing in this Agreement shall be construed as granting any rights, by license or otherwise, in or to any Confidential Information, or under any patent, copyright, trademark, or other intellectual property right of Discloser. Recipient acknowledges that Discloser retains all right, title, and interest in and to its Confidential Information.

7. No Warranty

ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." DISCLOSER MAKES NO WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS, OR PERFORMANCE OF ANY CONFIDENTIAL INFORMATION, AND EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DISCLOSER SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM RECIPIENT'S USE OF OR RELIANCE ON THE CONFIDENTIAL INFORMATION.

8. No Obligation to Proceed

Nothing in this Agreement shall obligate either Party to proceed with any transaction or business relationship. Either Party may, in its sole discretion, terminate discussions and negotiations at any time without liability to the other Party. Nothing in this Agreement shall be construed as an obligation to disclose any particular Confidential Information.

9. Non-Solicitation

During the term of this Agreement and for a period of one (1) year following its termination or expiration, Recipient shall not, directly or indirectly, solicit for employment or hire any employee or contractor of Discloser with whom Recipient had contact or about whom Recipient received Confidential Information in connection with the Purpose, without the prior written consent of Discloser.

10. Remedies

Recipient acknowledges that the Confidential Information of Discloser is unique and valuable, and that disclosure or use of such Confidential Information in breach of this Agreement would cause irreparable harm to Discloser for which monetary damages alone would be inadequate. Accordingly, Recipient agrees that Discloser shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity, without the necessity of proving actual damages or posting any bond or other security.

In the event of a breach of this Agreement, the prevailing Party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees, costs, and expenses from the non-prevailing Party.

11. Term and Survival

This Agreement shall remain in effect for a period of two (2) years from the Effective Date (the "Term"), unless earlier terminated by either Party upon thirty (30) days written notice to the other Party.

The obligations of confidentiality set forth in this Agreement shall survive the termination or expiration of this Agreement for a period of two (2) additional years following such termination or expiration, provided that for any Confidential Information constituting a trade secret under applicable law, the obligations of confidentiality shall continue for so long as such information remains a trade secret.

12. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State in which Discloser's principal place of business is located, without regard to its conflict of law principles. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in such State for the purpose of any suit, action, or other proceeding arising out of or relating to this Agreement.

13. General Provisions

13.1 Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, representations, and understandings.

13.2 Amendments

This Agreement may not be amended or modified except by a written instrument signed by both Parties.

13.3 Assignment

Recipient may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Discloser. Discloser may assign this Agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.

13.4 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.

13.5 Waiver

No failure or delay by either Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof.

13.6 Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures for all purposes.

13.7 Notices

All notices under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by confirmed email, or sent by nationally recognized overnight courier to the addresses set forth below (or to such other address as a Party may designate by written notice).

13.8 Relationship of the Parties

Nothing in this Agreement shall be deemed to create a partnership, joint venture, agency, or employment relationship between the Parties. Neither Party shall have the authority to bind the other Party in any manner.

IN WITNESS WHEREOF, the Parties have executed this Unilateral Non-Disclosure Agreement as of the Effective Date.

Discloser

discloser_name

[Electronic signature will be collected via zsign]

[Date will be recorded automatically]

Recipient

recipient_name

[Electronic signature will be collected via zsign]

[Date will be recorded automatically]