Non-Disclosure Agreement

"Confidential Information" means any and all non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether disclosed 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.

Confidential Information includes, without limitation:

• Business strategies, marketing plans, and campaign data
• Financial information, pricing, and revenue figures
• Customer lists, prospect databases, and contact information
• Proprietary processes, methodologies, and frameworks
• Brand development materials, creative concepts, and messaging strategies
• Technical data, software, and intellectual property
• Personnel information and organizational structures
• Any information marked "confidential," "proprietary," or similar designation

The Receiving Party agrees to:

• Hold all Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information (but in no event less than reasonable care)
• Not disclose Confidential Information to any third party without prior written consent of the Disclosing Party
• Use Confidential Information solely for the purpose of evaluating or conducting the proposed business relationship between the Parties
• Limit access to Confidential Information to those employees, contractors, or agents who have a genuine need to know and are bound by confidentiality obligations no less restrictive than those set forth herein

The obligations set forth in Section 2 shall not apply to information that:

• Is or becomes publicly known through no breach of this Agreement by the Receiving Party
• Was rightfully in the Receiving Party's possession prior to disclosure, without restriction on disclosure
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information
• Is rightfully obtained from a third party without restriction on disclosure
• Is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt written notice and cooperates with efforts to obtain protective treatment

This Agreement shall remain in effect for a period of three (3) years from the date of signing, unless earlier terminated by mutual written agreement of the Parties. The obligations of confidentiality shall survive termination of this Agreement for an additional period of two (2) years with respect to trade secrets, and shall survive indefinitely with respect to information constituting a trade secret under applicable law.

Nothing in this Agreement shall be construed as granting any rights, by license or otherwise, to any Confidential Information, or to any invention or patent, copyright, trademark, or other intellectual property right of either Party. Each Party retains all ownership rights in and to its own Confidential Information.

The Parties acknowledge that a breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party, for which monetary damages alone may be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to all other remedies available at law or in equity, without the requirement to post a bond or other security.

Upon written request by the Disclosing Party, or upon termination of the business relationship, the Receiving Party shall promptly return or certify destruction of all tangible materials embodying Confidential Information, including all copies, notes, summaries, and derivative works thereof, except as required by law or regulation to retain such materials.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of law provisions.

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.

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

Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

Counterparts / Electronic Signature. This Agreement may be executed electronically. Electronic signatures shall be deemed original signatures for all purposes and shall be binding on the Parties to the same extent as original signatures.

No Waiver. Failure to enforce any provision of this Agreement shall not constitute a waiver of any Party's right to enforce such provision in the future.