NON-DISCLOSURE AGREEMENT

Confidential Information: For the purposes of this Agreement, "Confidential Information" shall mean any non-public information, including but not limited to business plans, financial information, customer lists, trade secrets, and any other proprietary information disclosed by the Disclosing Party to the Receiving Party. The Recipient must not disclose Confidential Information and must hold it in strict confidence.

Obligations of Receiving Party: The Receiving Party agrees to hold all Confidential Information in strict confidence and to take all reasonable precautions to prevent unauthorized disclosure or use of Confidential Information.

Exceptions: The obligations of confidentiality shall not apply to information that is already known to the Receiving Party at the time of disclosure, publicly available, rightfully obtained from a third party without restriction, or independently developed by the Receiving Party.

Return or Destruction of Confidential Information: Upon termination of the relationship between the parties or at the request of the Disclosing Party, the Receiving Party shall promptly return or, at the Disclosing Party's option, destroy all copies of the Confidential Information in their possession or control.