Mutual Non-Disclosure Agreement (NDA)

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of [Date], by and between:

[Your Company Name], a [Your Company's Legal Structure] organized under the laws of [Your Company's Jurisdiction], with its principal place of business at [Your Company's Address] ("Party A"),

and

[Recipient's Name], having an address at [Recipient's Address] ("Party B").

Collectively referred to as the "Parties."

WHEREAS, the Parties desire to explore a potential business relationship and may disclose certain confidential and proprietary information to each other in connection therewith; and

WHEREAS, each Party may disclose Confidential Information to the other Party subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definition of Confidential Information

(a) "Confidential Information" means any information disclosed by one Party (the "Disclosing Party") to the other Party (the "Recipient"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information may include, but is not limited to, trade secrets, business plans, financial information, customer lists, technical data, know-how, proprietary information, and any other information relating to the Disclosing Party's business affairs.

2. Obligations of Recipient

The Recipient agrees to:

(a) Maintain the Confidential Information received from the Disclosing Party in strict confidence;

(b) Use the Confidential Information solely for the purpose of evaluating and/or engaging in discussions concerning a potential business relationship between the Parties;

(c) Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, except as required by law;

(d) Take all reasonable precautions to prevent unauthorized disclosure or use of the Confidential Information, including but not limited to, implementing appropriate security measures;

(e) Limit access to the Confidential Information to those of its employees, agents, or representatives who have a need to know such information for the purpose stated herein, and ensure that such persons are bound by confidentiality obligations at least as protective as those contained in this Agreement;

(f) Promptly notify the Disclosing Party in writing of any unauthorized disclosure or use of the Confidential Information;

(g) Return or destroy, at the Disclosing Party's option, all copies of the Confidential Information upon the Disclosing Party's request or upon termination of this Agreement;

(h) Not reverse engineer, decompile, or disassemble any Confidential Information.

3. Exceptions

The obligations set forth in Section 2 shall not apply to any information that:

(a) Was already known to the Recipient prior to its disclosure by the Disclosing Party;

(b) Is or becomes publicly available through no fault of the Recipient;

(d) Is independently developed by the Recipient without reference to or use of the Confidential Information.

4. Term and Termination

This Agreement shall be effective as of the date first written above and shall remain in full force and effect until [Duration], unless terminated earlier by either party upon [number] days' written notice.

5. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of [Your Company's Jurisdiction]. Any dispute arising out of or relating to this Agreement shall be resolved by arbitration in accordance with the rules of [Arbitration Body], and the decision of the arbitrator(s) shall be final and binding upon the parties.

6. Miscellaneous

(a) This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

(b) No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

(c) If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

[Your Company Name]

By: ___________________________ [Your Name]

Title: _______________________

[Recipient's Name]

By: ___________________________ [Recipient's Name]

Title: _______________________

Effective Friday, April 26, 2024. This statement and clause serves as policy for LIAM IAN LLC™ and any subdivision or subsidiary entity or project authored, designed, coordinated, cultivated and/or owned by LIAM IAN LLC™.

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