Mutual Non-Disclosure Agreement

1. Purpose

The parties wish to explore or engage in a business relationship, which may include software development services, product collaboration, partnership, or contractor engagement (the “Purpose”). In connection with the Purpose, each party may disclose Confidential Information to the other. This Agreement protects that information regardless of which party discloses it.

2. Definition of Confidential Information

“Confidential Information” means any and all information or data disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes technical data, trade secrets, know-how, research, product plans, products, services, customers, customer lists, markets, software, source code, developments, inventions, processes, formulas, technology, designs, drawings, engineering, and hardware configuration information; business and financial information, costs, pricing, business plans, marketing plans, and strategies; information about employees, contractors, and third-party relationships; and any other information that would reasonably be considered confidential or proprietary.

3. Obligations of the Receiving Party

The Receiving Party agrees to:

• Hold and maintain the Disclosing Party’s Confidential Information in strict confidence;
• Not disclose Confidential Information to any third party without the Disclosing Party’s prior written consent;
• Use the Confidential Information solely for the Purpose;
• Protect the Confidential Information using the same degree of care used to protect its own confidential information, but in no event less than reasonable care;
• Promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information.

4. Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the Receiving Party;
• Was rightfully in the Receiving Party’s possession prior to disclosure by the Disclosing Party;
• Is independently developed by the Receiving Party without use of the Confidential Information;
• Is rightfully obtained by the Receiving Party from a third party without restriction on disclosure.

The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that (where legally permitted) it gives the Disclosing Party prompt written notice and reasonable cooperation to seek protective treatment.

5. Term

This Agreement shall remain in effect for a period of two (2) years from the Effective Date, unless terminated earlier by either party with thirty (30) days written notice. The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, and for information constituting a trade secret, for as long as it remains a trade secret under applicable law.

6. Return or Destruction of Information

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

7. No License; No Obligation to Proceed

Nothing in this Agreement grants either party any rights in or to the other party’s Confidential Information, except the limited right to use such information for the Purpose. This Agreement does not obligate either party to enter into any further agreement or business relationship.

8. Remedies

Each party acknowledges that unauthorized disclosure of Confidential Information may cause irreparable harm for which monetary damages would be an inadequate remedy, and that the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

9. Electronic Signature

The parties agree that this Agreement may be executed electronically, and that electronic signatures shall have the same legal effect as handwritten signatures pursuant to applicable law, including the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act as adopted in the governing state.

10. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in the State of North Carolina for any dispute arising out of this Agreement.

11. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, or agreements relating thereto. Any amendment must be in writing and signed by both parties. Neither party may assign this Agreement without the other party’s written consent, except to a successor in connection with a merger or sale of substantially all assets.

Huber Software LLC agrees to be bound by these terms upon your signature, executed by Wesley Baxter Huber, Member.