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This Vendor Non-Disclosure Agreement ("Agreement") is made and entered into as of September 14, 2053, by and between:

Hereinafter referred to as the "Disclosing Party" and:

Hereinafter referred to as the "Receiving Party."

1. Purpose of Agreement

The Disclosing Party and the Receiving Party (collectively referred to as the "Parties") hereby enter into this Agreement to protect the confidential and proprietary information disclosed by the Disclosing Party to the Receiving Party.

2. Confidential Information

Confidential Information means any information, data, or materials disclosed by the Disclosing Party to the Receiving Party, which is marked as confidential or should reasonably be understood to be confidential, including but not limited to:

●      Business plans and strategies

●      Financial information

●      Product specifications

●      Marketing plans

●      Customer lists and data

●      Trade secrets

●      Any other information identified as confidential by the Disclosing Party

3. Non-Disclosure Obligations

3.1 Obligation of Confidence: The Receiving Party agrees to maintain the confidentiality of the Disclosing Party's Confidential Information and to use it solely for the purpose of fulfilling the obligations set forth in the agreement between the Parties.

3.2 Non-Disclosure: The Receiving Party shall not, without the prior written consent of the Disclosing Party, disclose or make available any Confidential Information to any third party.

3.3 Protection of Confidential Information: The Receiving Party shall take all reasonable steps and precautions to protect the confidentiality of the Confidential Information and prevent its unauthorized use or disclosure.

3.4 Duration of Obligations: The obligations of confidentiality and non-disclosure shall survive the termination of any agreement between the Parties and continue for a period of five (5) years from the date of this Agreement.

4. Exceptions

The obligations set forth in this Agreement shall not apply to any information that:

4.1 Is publicly known or becomes publicly known through no fault of the Receiving Party.

4.2 Is rightfully received by the Receiving Party from a third party without any obligation of confidentiality.

4.3 Is independently developed by the Receiving Party without reference to the Confidential Information.

5. Remedies

In the event of any breach of this Agreement, the Disclosing Party shall be entitled to seek injunctive relief, damages, or any other appropriate legal remedy.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of California.

7. Entire Agreement

This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements, oral or written, relating to the subject matter hereof.

8. Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

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