One-Way Non-Disclosure Agreement

Parties

This agreement is dated the date on which it is signed by the last of the parties.

This agreement is made between [Discloser] (the "Discloser") and [Recipient] (the "Recipient").

Key Terms

"Purpose" means [Purpose (what the Recipient may use the information for)].

"Disclosure Period" means 12 months starting on the date of this agreement.

"Confidentiality Period" means 3 years after the end of the Disclosure Period.

"Return Period" means 14 days after the Discloser's written request.

Definitions

"Confidential Information" means all information, in any form, that the Discloser or its Affiliates, or anyone on their behalf, disclose or make available to the Recipient or its Representatives in connection with the Purpose, whether before or after the date of this agreement, and that is marked or identified as confidential or that a reasonable person would understand to be confidential from its nature or the circumstances of disclosure. It includes information about the Discloser's business, finances, customers, suppliers, products, technology, know-how and plans; the fact and status of discussions about the Purpose; and all notes, analyses and other material containing or derived from that information.

"Affiliate" means, in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where "control" means owning more than half of the voting rights in an entity or having the power to direct its management and policies.

"Representatives" means the directors, officers, employees, professional advisers, auditors, insurers and contractors of the Recipient and its Affiliates.

Exclusions

Confidential Information does not include information that the Recipient can show by written evidence: (a) is or becomes publicly available other than through a breach of this agreement by the Recipient or its Representatives; (b) was lawfully in its possession free of any duty of confidence before the Discloser disclosed it; (c) it lawfully receives from a third party who is not, to its knowledge, under a duty of confidence about it; or (d) it independently develops without using or referring to Confidential Information. Information is not within an exclusion merely because individual parts of it are, or because more general information is.

Confidentiality

The Recipient must: (a) use Confidential Information only for the Purpose; (b) keep it confidential and not disclose it to anyone except as this agreement permits; (c) protect it with at least the care it uses for its own confidential information of similar importance, and no less than reasonable care; and (d) not copy or record it except as reasonably needed for the Purpose.

The Recipient may disclose Confidential Information to those of its Representatives who need to know it for the Purpose, if before disclosure it tells them that the information is confidential and they are bound by contractual or professional duties of confidentiality no less protective than this agreement. The Recipient is responsible for any act or omission of a Representative that would breach this agreement if done by the Recipient.

The Recipient must notify the Discloser promptly after becoming aware of any unauthorized access to, or use or disclosure of, Confidential Information, and must take reasonable steps, in cooperation with the Discloser, to stop and remedy it.

Required Disclosure

The Recipient or its Representatives may disclose Confidential Information to the extent required by law, regulation, court order, the rules of a stock exchange on which its or its Affiliate's securities are listed, or a binding requirement of a governmental or regulatory authority. To the extent lawful, the Recipient must give the Discloser prompt written notice before disclosing, cooperate reasonably, at the Discloser's cost, with any effort to obtain confidential treatment or a protective order, and disclose only the part legally required.

Nothing in this agreement prevents any person from reporting a possible violation of law to a government agency or official, cooperating in a government investigation or proceeding, testifying truthfully, or making any other disclosure protected by law, and no notice to the Discloser is required for such a disclosure. In particular, nothing in this agreement restricts any person from communicating directly with the staff of the Securities and Exchange Commission about a possible securities law violation, and the Discloser will not enforce this agreement to stop such a communication.

Whistleblower Immunity Notice

Under 18 U.S.C. § 1833(b), an individual is not criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (a) in confidence to a federal, state or local government official, directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (b) in a complaint or other document filed in a lawsuit or other proceeding, if the filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual's attorney and use it in the court proceeding if the individual files any document containing the trade secret under seal and does not disclose it except under court order.

Return or Destruction

Within the Return Period, the Recipient must return or securely destroy all Confidential Information in its or its Representatives' possession or control and, if the Discloser asks, confirm in writing that it has done so. The Recipient may keep copies that law, regulation or professional rules require it to keep, or that are held in automatic electronic backups and are not readily accessible, if it does not access them except as so required. Those copies remain subject to this agreement for as long as they are kept.

Ownership and No Warranty

All Confidential Information remains the property of the Discloser or its Affiliates. Apart from the right to use it for the Purpose under this agreement, the Recipient receives no license or other right in any Confidential Information or in any intellectual property right of the Discloser or its Affiliates.

Confidential Information is provided "as is", without any express or implied warranty, including as to accuracy, completeness, non-infringement or fitness for a particular purpose. The Discloser has no liability for the Recipient's use of it, except as agreed in a later written agreement between the parties or in the case of fraud.

This agreement does not oblige either party to disclose any particular information, to continue discussions or to enter into any further agreement or transaction, and either party may end discussions at any time.

Additional Protections

The Recipient must not decompile, disassemble, reverse engineer or analyze the composition of any software, prototype, sample or other material comprised in Confidential Information, or otherwise try to derive its source code, structure or underlying ideas, except to the extent applicable law permits this despite a contractual restriction.

Without the Discloser's prior written consent, the Recipient must not, and must ensure that its Representatives do not: (a) disclose, upload, transmit or otherwise make available any Confidential Information to any public or third-party machine-learning or other artificial-intelligence model, tool or aid; or (b) use any Confidential Information to train or improve any such model, tool or aid, whether proprietary or third-party.

During the Disclosure Period and 12 months after it ends, the Recipient must not, and must ensure that its Affiliates do not, directly or indirectly solicit for employment or engagement any employee of the Discloser with whom it had contact, or of whom it first became aware, in connection with the Purpose. This does not restrict general advertisements or recruitment campaigns not aimed at the Discloser's employees, or hiring anyone who responds to them.

Nothing in this agreement prevents the Recipient's personnel from using general skills, know-how and experience retained in their unaided memory, if they do not intentionally memorize Confidential Information to use it and the Recipient does not disclose Confidential Information or use any trade secret in breach of applicable law.

The Recipient must not export, re-export or transfer any Confidential Information, directly or indirectly, in breach of applicable export control or sanctions laws.

Personal Data

If Confidential Information includes personal information, the Recipient must use it only for the Purpose, protect it with reasonable administrative, technical and physical safeguards, comply with applicable federal and state privacy and data security laws, and notify the Discloser promptly after becoming aware of any unauthorized access to it. Before processing personal information on the Discloser's behalf, the parties must agree any additional terms those laws require.

Term

This agreement applies to Confidential Information disclosed before the date of this agreement or during the Disclosure Period. Either party may end the Disclosure Period early by written notice to the other. The Recipient's obligations under this agreement continue for the Confidentiality Period and, for Confidential Information that is a trade secret, for as long as it remains a trade secret under applicable law.

Remedies

Damages alone may not be an adequate remedy for a breach of this agreement. The Discloser may seek an injunction, specific performance or other equitable relief for any actual or threatened breach, in addition to any other remedy.

The Recipient must indemnify the Discloser against all losses, damages, costs and expenses, including reasonable legal fees, that the Discloser incurs as a result of any breach of this agreement by the Recipient or its Representatives.

Notices

A notice under this agreement must be in writing and delivered by hand, by courier or by email to the address or email address the other party last notified for notices or, failing that, to its registered office or principal place of business or, for an individual, his or her usual or last known residential address. A notice is received on delivery or, for email, when sent unless the sender receives a delivery-failure message. A notice received outside business hours at the place of receipt is received when business hours next begin.

General

Neither party may assign or transfer its rights or obligations under this agreement without the other party's prior written consent, except that either party may assign this agreement, on written notice, to an Affiliate or to a successor to all or substantially all of the business to which this agreement relates, if the assignee agrees in writing to be bound by it.

This agreement is the entire agreement between the parties about its subject matter and replaces any earlier agreement or understanding about it, without affecting liability for an earlier breach. Each party confirms that it has not relied on any statement or representation not set out in this agreement. Nothing in this clause limits or excludes liability for fraud.

A variation of this agreement is effective only if it is in writing and signed by or on behalf of each party.

A failure or delay in exercising a right or remedy is not a waiver of it. A waiver is effective only if in writing and applies only to the circumstance for which it is given.

If any provision of this agreement is invalid, illegal or unenforceable, it applies with the minimum modification needed to make it valid, legal and enforceable and, if no modification can achieve that, it is treated as deleted. This does not affect the rest of this agreement.

Nothing in this agreement creates a partnership, joint venture or agency relationship between the parties.

This agreement is for the sole benefit of the parties and their permitted successors and assigns, and nothing in it gives any other person any legal or equitable right.

This agreement may be signed in any number of counterparts, which together form one agreement. A party may sign electronically, and delivery of a signed copy by email or other electronic means is effective.

Interpretation

Where a party is an individual, "it" and "its" include him or her and his or her, and a reference to a party's directors or officers applies only to a party that is a corporation or other entity.

Governing Law and Forum

This agreement, and any claim arising out of or relating to it, is governed by the laws of the State of Delaware, without regard to conflict-of-laws rules that would apply another law.

Each party submits to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for any action arising out of or relating to this agreement, except that either party may seek temporary or preliminary injunctive relief in any court of competent jurisdiction.