Mutual Non-Disclosure Agreement

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (“Agreement”) is entered into by and between:

Forreast, with its principal place of business at 1207 Delaware Ave, Wilmington, DE 19806, USA (“Forreast”), and

________________________(“Counterparty”),

(each a “Party” and collectively the “Parties”). The effective date of this Agreement is the date of the last signature below (“Effective Date”).

1. Purpose

The Parties wish to explore a potential business relationship and may exchange confidential and proprietary information for that purpose (“Purpose”).

2. Definition of Confidential Information

“Confidential Information” means any non-public information disclosed by one Party to the other, whether in writing, orally, or by inspection, that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. This includes, without limitation: research reports, analytical methodologies, algorithms, client lists, business plans, financial information, technical data, trade secrets, and any information protected by attorney-client privilege or work product doctrine.

3. Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available without breach of this Agreement
• Was known to the receiving Party prior to disclosure, as evidenced by written records
• Is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information
• Is rightfully received from a third party without a breach of any confidentiality obligation

4. Obligations of Receiving Party

The receiving Party agrees to:

• Hold Confidential Information in strict confidence and not disclose it to any third party without prior written consent
• Use Confidential Information solely for the Purpose and not for any other purpose, including its own commercial advantage
• Protect Confidential Information with at least the same degree of care it uses for its own confidential information, but no less than a reasonable standard of care
• Limit access to employees, advisors, and agents who have a need-to-know and who are bound by confidentiality obligations no less protective than this Agreement

5. Compelled Disclosure

If the receiving Party is required by law, regulation, or court order to disclose Confidential Information, it will provide the disclosing Party with prompt written notice (to the extent legally permitted) so that the disclosing Party may seek a protective order or other appropriate remedy. The receiving Party will disclose only the portion of Confidential Information legally required.

6. Term and Termination

This Agreement is effective for two (2) years from the Effective Date. The obligations of confidentiality survive for five (5) years after the date of disclosure, regardless of termination of this Agreement. Trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

7. Return or Destruction

Upon written request or termination of discussions, the receiving Party will, within thirty (30) days, return or destroy all Confidential Information in its possession and certify such return or destruction in writing. Electronic copies retained in automated backup systems need not be destroyed, provided they remain subject to this Agreement.

8. No License or Warranty

Nothing in this Agreement grants the receiving Party any license, right, or interest in the disclosing Party’s Confidential Information or intellectual property. All Confidential Information is provided “AS IS” without any warranty, express or implied.

9. Remedies

The Parties acknowledge that breach of this Agreement may cause irreparable harm for which monetary damages may be inadequate. The disclosing Party may seek injunctive relief and other equitable remedies in addition to any legal remedies available.

10. Governing Law

This Agreement is governed by the laws of the State of Delaware, USA, without regard to conflict of law principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute arising under this Agreement.

11. Miscellaneous

• This Agreement constitutes the entire agreement between the Parties regarding its subject matter
• Amendments must be in writing and signed by both Parties
• No waiver of any provision constitutes a waiver of any other provision
• If any provision is held unenforceable, the remaining provisions remain in full force

Signatures

Forreast · forreast.com · legal@forreast.com