Mutual non-disclosure agreement

Template. This is our standard form. It has not been reviewed by an attorney, and either party may propose changes before signing. It takes effect only when both parties sign.

1. Parties

This Mutual Non-Disclosure Agreement (the "Agreement") is between 10xAnd and ____________________ (the "Company"), each a "Party". It is effective on ____________ (the "Effective Date").

2. Purpose

The Parties wish to evaluate and carry out the sourcing, quoting and manufacture of prototype parts and related services (the "Purpose"). In doing so, each Party (the "Discloser") may share Confidential Information with the other (the "Recipient").

3. Confidential Information

"Confidential Information" means any non-public information disclosed for the Purpose, in any form. It includes drawings, CAD models, specifications, tolerances, materials, device designs, quantities, pricing, supplier identities and business plans. It covers information that is marked confidential, and information a reasonable person would understand to be confidential.

Confidential Information does not include information that the Recipient can show:

• is or becomes public through no fault of the Recipient;
• was already lawfully known to the Recipient without a duty of confidence;
• was lawfully received from a third party without a duty of confidence; or
• was independently developed without use of the Discloser's Confidential Information.

4. Obligations

The Recipient will:

• use Confidential Information only for the Purpose;
• protect it with at least reasonable care, and no less care than it uses for its own similar information; and
• disclose it only to its employees, contractors and advisers who need to know it for the Purpose and are bound by confidentiality obligations at least as protective as these.

The Recipient is responsible for any breach by the people it shares with.

5. Sharing with suppliers

The Company authorizes 10xAnd to share the Company's Confidential Information with prototype suppliers, carriers and couriers, but only as needed to quote, make, inspect or deliver the Company's parts. Before a supplier receives a drawing or CAD file, 10xAnd will require that supplier to keep it confidential and use it only for the Company's order. If the Company names suppliers who must not receive its information, 10xAnd will not share with them. 10xAnd will tell the Company which suppliers received its files on request.

6. Required disclosure

The Recipient may disclose Confidential Information when required by law or court order. Where the law allows, it will give the Discloser prompt notice and reasonable help to seek protection, and will disclose only what is required.

7. Ownership and no licence

All Confidential Information remains the property of the Discloser. This Agreement grants no licence under any patent, copyright, trade secret or other right, except the limited right to use Confidential Information for the Purpose. Parts made to the Company's design, and the design itself, belong to the Company.

8. Return and deletion

On written request, or when the Purpose ends, the Recipient will promptly return or delete the Discloser's Confidential Information. It may keep copies required by law or held in routine backups, which remain subject to this Agreement. Files uploaded through the Prototype Atlas are also deleted automatically 90 days after upload.

9. Term

Disclosures may be made under this Agreement for two (2) years from the Effective Date. The duty to keep information confidential lasts for three (3) years after each disclosure. For trade secrets, it lasts for as long as the information remains a trade secret under applicable law.

10. No obligation; no warranty

Neither Party is obliged to disclose any information or to enter into any further agreement. Confidential Information is provided "as is", without warranty.

11. Remedies

Unauthorized use or disclosure may cause irreparable harm. The Discloser may seek injunctive relief in addition to any other remedy, without posting a bond where the law permits.

12. General

This Agreement is governed by the laws of ____________________, as agreed by the Parties at signing. It is the entire agreement on this subject and may be changed only in a writing signed by both Parties. Neither Party may assign it without the other's consent, except to a successor of its business. If any provision is unenforceable, the rest remains in effect. It may be signed electronically and in counterparts.

Signatures

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