Mutual Non-Disclosure Agreement

In plain English. This is the NDA we sign before a deal: during evaluations, pilots, security reviews, and pricing discussions. It is mutual, so both sides protect what the other shares, for the same purpose and on the same terms. The agreement lasts 2 years. Confidentiality obligations continue for 3 years after it ends, and trade secrets stay protected for as long as they remain trade secrets. There is no residuals clause, so neither side can reuse the other's information it happens to remember. There is also no non-solicitation clause. Delaware law applies. Once you sign a Subscription Agreement, its confidentiality terms take over.

This Mutual Non-Disclosure Agreement (this "Agreement") is entered into as of the date of the last signature below (the "Effective Date") between Pazau, Inc., a Delaware corporation with offices at 350 Brannan Street, Suite 400, San Francisco, CA 94107 ("Pazau"), and the counterparty identified in the signature block (the "Counterparty"). Pazau and the Counterparty are each a "party".

1. Purpose

1.1 The parties wish to exchange information to evaluate, negotiate, and pursue a potential business relationship involving Pazau's customer service platform, including product demonstrations, proofs of concept, pilots, security and privacy reviews, and commercial negotiations (the "Purpose").

1.2 Each party may act as a discloser (a "Discloser") and as a recipient (a "Recipient") under this Agreement.

2. Confidential Information

2.1 Definition. "Confidential Information" means any non-public information disclosed by or on behalf of a Discloser to a Recipient in connection with the Purpose, in any form, whether before or after the Effective Date, that is marked or identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Confidential Information includes product roadmaps, pricing, security documentation (including SOC 2 reports, penetration test summaries, and questionnaire responses), architecture, source code, customer and End User data, business plans, and the existence and terms of the parties' discussions.

2.2 Pilot data. If the Counterparty submits data about its own customers or operations to a Pazau sandbox or pilot environment, that data is the Counterparty's Confidential Information. Pazau will process it only for the Purpose and will delete it within 30 days after the end of the pilot or on the Counterparty's written request. If that data includes personal data, the parties will enter into Pazau's Data Processing Addendum or equivalent terms before it is submitted.

2.3 Exclusions. Confidential Information does not include information that the Recipient can demonstrate by written records: (a) is or becomes generally available to the public through no act or omission of the Recipient; (b) was rightfully known to the Recipient without restriction before receipt from the Discloser; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information.

3. Obligations of the Recipient

3.1 Use. The Recipient will use the Discloser's Confidential Information only for the Purpose.

3.2 Non-disclosure. The Recipient will not disclose the Discloser's Confidential Information to any third party, except to its and its affiliates' employees, officers, directors, contractors, and professional advisors (together, "Representatives") who need to know it for the Purpose and who are bound by written or professional confidentiality obligations at least as protective as those in this Agreement. The Recipient is responsible for any breach of this Agreement by its Representatives.

3.3 Standard of care. The Recipient will protect the Discloser's Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, and no less than reasonable care.

3.4 No reverse engineering. The Recipient will not reverse engineer, decompile, or disassemble any software, prototype, or other tangible object that embodies the Discloser's Confidential Information, or use any AI features in a demonstration or pilot environment to extract prompts, system instructions, or model configurations.

3.5 Notice of unauthorized disclosure. The Recipient will notify the Discloser promptly in writing after becoming aware of any unauthorized use or disclosure of the Discloser's Confidential Information and will cooperate reasonably to regain possession of it and prevent further unauthorized use.

4. Compelled disclosure

4.1 The Recipient may disclose the Discloser's Confidential Information to the extent required by law, regulation, stock exchange rule, or order of a court or governmental authority. Where legally permitted, the Recipient will give the Discloser prompt written notice and reasonable assistance, at the Discloser's cost, so that the Discloser may seek a protective order or other remedy. The Recipient will disclose only the portion of the Confidential Information that it is legally required to disclose.

4.2 Nothing in this Agreement prohibits either party from reporting possible violations of law to a governmental authority, or from making disclosures protected by whistleblower laws. Under the U.S. Defend Trade Secrets Act of 2016, an individual will not be held criminally or civilly liable under any federal or state trade secret law for a disclosure of a trade secret made in confidence to a government official or an attorney solely for the purpose of reporting or investigating a suspected violation of law, or made in a complaint or other document filed under seal in a lawsuit or other proceeding.

5. Term and survival

5.1 Term. This Agreement begins on the Effective Date and continues for 2 years, unless either party terminates it earlier by 30 days' written notice to the other. Disclosures made after expiration or termination are not covered by this Agreement.

5.2 Survival. The Recipient's obligations under this Agreement with respect to Confidential Information disclosed during the term continue for 3 years after the expiration or termination of this Agreement. Obligations with respect to any Confidential Information that constitutes a trade secret under applicable law continue for as long as the information remains a trade secret. Obligations with respect to personal data continue for as long as the Recipient holds it.

5.3 Superseded by definitive agreement. If the parties enter into a Subscription Agreement or other definitive agreement governing the Purpose, the confidentiality provisions of that agreement will govern all Confidential Information exchanged after its effective date, and Confidential Information exchanged under this Agreement will be treated as Confidential Information under that agreement.

6. Return and destruction

6.1 Within 30 days after the Discloser's written request, or after expiration or termination of this Agreement, the Recipient will return or destroy all of the Discloser's Confidential Information in its possession and, on request, certify the destruction in writing.

6.2 The Recipient may retain copies (a) in automatic electronic archives and backups that are not readily accessible, until they are overwritten in the ordinary course, and (b) as required by law or by the Recipient's documented record-retention policy. Retained Confidential Information remains subject to this Agreement for as long as it is retained, even after the survival period in Section 5.2.

7. No residuals

7.1 Neither party may use or disclose the other party's Confidential Information on the basis that it has been retained in the unaided memory of the Recipient's Representatives. Neither this Agreement nor any other agreement between the parties grants any right to use "residual" information, general skills, know-how, ideas, or concepts derived from the Discloser's Confidential Information.

7.2 Nothing in this Agreement restricts either party from developing, acquiring, or marketing products or services that compete with those of the other party, provided it does so without use of the other party's Confidential Information.

8. Ownership and no warranty

8.1 Ownership. All Confidential Information remains the property of the Discloser. No license or other right in any patent, copyright, trademark, trade secret, or other intellectual property is granted by this Agreement, except the limited right to use Confidential Information for the Purpose.

8.2 Feedback. If the Counterparty provides suggestions or feedback about Pazau's products, Pazau may use them without restriction or obligation, provided Pazau does not identify the Counterparty as the source or disclose the Counterparty's Confidential Information.

8.3 No warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS". Neither party makes any representation or warranty about the accuracy or completeness of its Confidential Information, except as set out in a definitive agreement.

8.4 No obligation to proceed. Neither party is obliged to disclose any particular information or to enter into any further agreement or transaction. Either party may end discussions at any time for any reason.

9. Remedies

9.1 The Recipient acknowledges that unauthorized use or disclosure of the Discloser's Confidential Information may cause irreparable harm for which monetary damages would be an inadequate remedy. The Discloser is entitled to seek injunctive or other equitable relief to prevent or restrain any breach or threatened breach of this Agreement, without the need to post a bond or prove actual damages, in addition to any other remedies available at law or in equity.

10. General

10.1 Governing law and jurisdiction. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Each party submits to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware, except that either party may seek injunctive relief in any court of competent jurisdiction.

10.2 Export. Each party will comply with applicable export control and sanctions laws with respect to any technical information disclosed under this Agreement.

10.3 Assignment. Neither party may assign this Agreement without the other party's prior written consent, except to an affiliate or to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, if the successor agrees in writing to be bound by this Agreement.

10.4 Notices. Notices under this Agreement must be in writing and sent to the addresses in the signature block, with a copy by email to legal@pazau.com for notices to Pazau. Notices are effective on receipt.

10.5 Entire agreement. This Agreement is the parties' entire agreement regarding its subject matter and supersedes all prior and contemporaneous agreements and understandings regarding confidentiality in connection with the Purpose. It may be amended or waived only in a writing signed by both parties. Terms in any click-through, portal, or vendor-registration process do not modify this Agreement.

10.6 Severability and waiver. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in effect. A failure to enforce a provision is not a waiver.

10.7 Counterparts. This Agreement may be executed in counterparts and by electronic signature, each of which is an original and all of which together form one instrument.

11. Signatures

The parties have executed this Agreement by their authorized representatives as of the Effective Date.