
<div style="text-align: center; margin-bottom: 30px;">
    <h1 style="font-size: 18pt; margin: 20px 0;">NON-DISCLOSURE AGREEMENT</h1>
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<p>This Agreement is dated as of the date of the last signature below (the "Effective Date") by and between <strong>{your_company_name}</strong>, having its principal legal mailing address at: <strong>{your_company_address}</strong></p>

<p style="text-align: center; margin: 20px 0;"><strong>AND</strong></p>

<p>(individual/Company/LLC): <strong>{company_name}</strong>, with its principal address at: <strong>{contact_address}</strong>.</p>

<p>The parties wish to assure the confidentiality of certain trade secrets, information, and other materials, which have been or may be disclosed by one party ("Discloser") to the other party ("Recipient") during the review and consideration of a possible business relationship (the "Purpose").</p>

<h2 style="margin-top: 30px;">1. NO JOINT VENTURE</h2>
<p>The parties hereto agree that this Agreement is for the purposes of protecting confidential information disclosed in furtherance of the Purpose only. This Agreement is not a joint venture or other such business arrangement; and any agreement between the parties as to a joint business activities will be, or already is, set forth in other written agreements.</p>

<h2 style="margin-top: 30px;">2. NO LICENSES</h2>
<p>No license to Recipient under any trademark, patent, copyright or any other intellectual property right is either granted or implied by the disclosure of Confidential Information to Recipient. None of the Confidential Information which may be disclosed to Recipient shall constitute any representation, warranty, assurance, guarantee or inducement by either party to the other of any kind including but not limited to representations, warranties, assurances, guarantees or inducements with respect to the non-infringement of trademarks, patents, copyrights, or any other intellectual property rights, or other rights of either party or of third parties.</p>

<h2 style="margin-top: 30px;">3. CONFIDENTIAL INFORMATION</h2>
<p>"Confidential Information" shall mean any information, field technical guide, technical data, or know-how including, but not limited to, that which relates to a party's hardware, software, screens, specifications, designs, plans, site plans, site drawings, general drawings, data, prototypes, discoveries, research, developments, processes, procedures, and/or technical information and materials, in oral, demonstrative, written, electronic, graphic, or machine-readable form and any analyses, compilations, studies, or documents prepared by Recipient, its representatives, or employees, which summarize any such information of Discloser.</p>

<p>This Agreement also encompasses 3rd Party members of contributions/information to {your_company_name}, {your_company_name} perspective DBA's and subordinate companies in design, engineering diagrams, unique business model, network(s) whether marked or unmarked confidential and any other originating content, as proprietary, and not to be disclosed outside of the recipient party or used in any form.</p>

<h2 style="margin-top: 30px;">4. EXCEPTIONS</h2>
<p><strong>a)</strong> Notwithstanding anything to the contrary contained herein, Recipient shall have no obligation with respect to any Confidential Information of Discloser which, as evidenced by tangible records kept in the ordinary course of business: (i) is or becomes generally known to companies engaged in the same or similar business as the parties hereto on a nonconfidential basis, through no wrongful act of Recipient; (ii) is lawfully obtained by Recipient from a third party without any obligation by Recipient to maintain the information proprietary or confidential; (iii) is known by Recipient prior to disclosure hereunder without any obligation to keep it confidential and such information was not disclosed by Discloser under this Agreement; (iv) is independently developed by Recipient without reference to or use of the other's Confidential Information; or (v) is the subject of a written agreement whereby Discloser consents to the disclosure of such Confidential Information.</p>

<p><strong>b)</strong> If Recipient or any of its representatives shall be under a legal obligation in any administrative or judicial circumstance to disclose any Confidential Information, Recipient shall give Discloser prompt notice thereof so that Discloser may seek a protective order and/or waive the duty of non-disclosure; provided that in the absence of such order or waiver, if Recipient or any such representative shall, in the opinion of its counsel, stand liable for contempt or be likely to suffer other censure or penalty for failure to disclose, disclosure pursuant to the order of such tribunal may be made Recipient or its representatives without liability hereunder.</p>

<h2 style="margin-top: 30px; page-break-before: always;">5. PROTECTION OF CONFIDENTIAL INFORMATION</h2>
<p><strong>a)</strong> Recipient agrees not to disclose the Confidential Information of Discloser or to use Confidential Information for any purpose other than the Purpose specified in paragraph 1 above. Recipient agrees to protect the Confidential Information of Discloser from disclosure to anyone other than its directors, officers, and employees who have a business-related need to have access to such Confidential Information in connection with the purposes of this Agreement, and who have entered into the agreements with such party pursuant to which they are bound by the confidentiality provisions of this Agreement to the same extent that Recipient is bound. Recipient further agrees promptly to advise Discloser in writing of any unauthorized misappropriation, disclosure or use by any person of the Confidential Information of Discloser which may come to its attention and to take all steps reasonably requested by Discloser to limit, stop or otherwise remedy such misappropriation, disclosure or use.</p>

<p><strong>b)</strong> Recipient will only make as many copies of Confidential Information as are necessary for its use under the terms hereof, and each such copy will be marked with the same proprietary notices that appear on the originals.</p>

<p><strong>c)</strong> The rights and obligations of the parties under this Agreement expire <strong>FIVE (5) years</strong> after the Effective Date, provided that with respect to Confidential Information that constitutes a trade secret under applicable law, such rights and obligations will survive such expiration until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of Recipient or its representatives.</p>

<p><strong>d)</strong> The rights and obligations of the parties under this Agreement as to the confidence obligations of sensitive classified and unclassified information pertaining to national security shall continue forever and shall survive the expiration and/or termination of this Agreement.</p>

<p><strong>e)</strong> The Parties acknowledge and agree that any Controlled Unclassified Information (CUI) exchanged or accessed in the course of this Agreement, whether oral, written, or electronic, shall be handled, protected, and secured in accordance with all applicable laws, regulations, and policies governing the handling of CUI. The receiving party agrees to protect the CUI from unauthorized access, disclosure, or use, and will implement appropriate and reasonable security measures in compliance with federal, state, and local laws, as well as any specific requirements outlined by the Disclosing Party. The receiving Party agrees that CUI disclosed under this Agreement shall be used solely for the purpose of the business relationship between the Parties and will not be used for any unauthorized or non-business-related purposes. Upon termination of this Agreement, or upon request of the Disclosing Party, the Receiving Party shall promptly return or take reasonable measures to destroy all copies of CUI, as instructed by the Disclosing Party.</p>

<p><strong>f)</strong> In the event of a suspected or actual breach of CUI, the Receiving Party shall immediately notify the Disclosing Party and cooperate in any investigation or remedial actions necessary to address and mitigate any such breach. The obligations of this section shall survive the termination of this Agreement for as long as the information qualifies under CUI applicable laws and regulations.</p>

<p><strong>g)</strong> Protection of confidentiality and other sensitive data under this Agreement must also adhere to the standard as provided by Department of Defense directive Operations Security (OPSEC) Program § 5205.02-M.</p>

<p style="margin-left: 30px; font-style: italic;">The Department of Defense policy, outlined in Department of Defense Manual ("DoDM") §5205.02-M mandates the establishment and maintenance of Operational Security ("OPSEC") programs to ensure national security-related missions and functions are protected. OPSEC is a risk management strategy designed to safeguard sensitive information and prevent unauthorized access or exploitation of information, communications, and data in the interest of the National Security of the United States.</p>

<p style="margin-left: 30px; font-style: italic;">Examples of OPSEC include avoiding sharing specific dates, locations, or casualty details to third parties, social media, or to anyone privately or in the public sphere; maintaining caution with regard to discussing unit specifics and capabilities. OPSEC involves a systematic approach that includes identifying critical information by evaluating potential adversaries and their capabilities to exploit vulnerabilities; vulnerability analysis by identifying weaknesses in security measures that could be exploited by adversaries; risk assessment by evaluating the likelihood and potential impact of vulnerabilities being exploited; and adherence to countermeasures by implementing measures to mitigate identified risks and protecting critical information.</p>

<p style="margin-left: 30px; font-style: italic;"><strong>OPSEC is a continuing process that requires ongoing assessment and adaptation to evolving threats and vulnerabilities. OPSEC also applies to unclassified information that could reveal sensitive details or information.</strong></p>

<h2 style="margin-top: 30px; page-break-before: always;">6. GENERAL PROVISIONS</h2>

<p><strong>a. SEVERABILITY.</strong> If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect.</p>

<p><strong>b. RIGHTS CUMULATIVE.</strong> The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either party hereto (or by its successor), whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive its right to exercise any or all other rights and remedies.</p>

<p>No failure or neglect of either party hereto in any instance to exercise any right, power, or privilege hereunder or under law shall constitute a waiver of any other right, power, or privilege or of the same right, power or privilege in any other instance. All waivers by either party hereto must be contained in a written instrument signed by the party to be charged and, in the case of the Company, by an officer of the Company or other person duly authorized by the Company.</p>

<p><strong>c. REMEDY FOR BREACH.</strong> The parties hereto agree that, in the event of breach or threatened breach of any covenants of this Agreement, the damage or imminent damage to the other Party shall be inestimable, and that therefore any remedy at law or in damages shall be inadequate. Accordingly, the parties hereto agree that the aggrieved party shall be entitled to injunctive relief against the other Party in the event of any breach or threatened breach of this Agreement, in addition to any other relief (including damages) available to the Company under this Agreement or under law.</p>

<p><strong>d. CHOICE OF LAW.</strong> Client consents to personal jurisdiction of the State and Federal courts located in the State of Florida, County of Manatee or closest thereof in connection with any controversy relating in any way to this Agreement or to any transaction. Client agrees to hold harmless {your_company_name} in any litigation, arbitration or any other choses or claim of action the Client may commence against Lender, Investor, Funding Source or Guarantor, or any other subcontracted party of the {your_company_name}.</p>

<p>It is further agreed that any dispute, whether taking place in an international jurisdiction or in the USA shall be governed under the Laws of the United States of America and under the State and Federal courts named above.</p>

<p><strong>e. NOTICES.</strong> Any notice, request, consent or approval required or permitted to be given under this Agreement or pursuant to law shall be sufficient if in writing, and if and when sent by certified or registered mail with postage prepaid and/or electronic mail, to {your_company_name}'s address (as noted above) or to the Company's principal office, as the case may be.</p>

<p><strong>f. MISCELLANEOUS.</strong></p>
<p style="margin-left: 30px;">(a) Should this Agreement be transmitted by facsimile, email, or electronic signature, the document shall be considered as an original document, and if signed and transmitted separately each section becoming both legally binding and enforceable.</p>
<p style="margin-left: 30px;">(b) This Agreement may only be modified or changed in writing and signed by both parties.</p>
<p style="margin-left: 30px;">(c) If any person or provision of this Agreement or its application is held to be invalid, illegal, or unenforceable in any respect, the validity, legality, or enforceability of any of the other provisions and applications therein shall not in any way be affected or impaired.</p>
