Mutual Non-Disclosure Agreement

1. Who this is between

This agreement is between Dan Maiale, doing business as Maiale AI Advisory ("Advisor") and your company ("Company"). Each is referred to as a "Party" and together as the "Parties."

2. What's confidential

"Confidential Information" means any non-public information one Party shares with the other in connection with our discussions, in any form (verbal, written, electronic, observed). It includes — but isn't limited to — business strategies, technical systems, customer data, financials, internal processes, and the existence and content of these conversations themselves.

3. What's not confidential

Information is not Confidential if it: (a) was already public when shared, (b) becomes public through no fault of the receiving Party, (c) was already lawfully known by the receiving Party before the disclosure, or (d) is independently developed by the receiving Party without using the Confidential Information.

4. How we'll handle it

Each Party will: (a) use Confidential Information only to evaluate whether to enter into a business relationship with the other, (b) protect it with at least the same care we use for our own confidential information (and in any case, reasonable care), and (c) not disclose it to anyone other than employees, contractors, or advisors who have a clear need to know and are themselves bound by confidentiality obligations at least as strict as these.

5. Required disclosures

If a Party is legally required to disclose Confidential Information (court order, subpoena, regulator request), that Party will — to the extent legally allowed — give the other Party prompt notice and a reasonable chance to seek a protective order, and will only disclose what's strictly required.

6. No license, no obligation to deal

Sharing Confidential Information doesn't grant any license under any patent, copyright, trademark, or other intellectual property right. Neither Party is obligated to enter into any further business relationship as a result of this agreement.

7. Term and survival

This agreement begins on the date of last signature and continues for two (2) years. Each Party's confidentiality obligations under this agreement survive its termination for an additional three (3) years, except that obligations covering trade secrets continue for as long as the information legally qualifies as a trade secret.

8. Return or destruction

On request after our engagement (or non-engagement) ends, each Party will return or securely destroy the other Party's Confidential Information, except for one archival copy held by counsel or in routine, legally-required backups.

9. No warranty

Confidential Information is shared "as is." Neither Party makes any warranty about its accuracy or completeness for any particular purpose.

10. Equitable relief

Both Parties agree that money damages may not be enough to make up for a breach of this agreement, and that the non-breaching Party may seek injunctive or other equitable relief in addition to any other remedy.

11. Governing law

This agreement is governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-laws principles. Any dispute will be resolved in the state or federal courts located in Chester County, PA.

12. Entire agreement; modifications

This is the entire agreement on this topic and supersedes any prior discussions about confidentiality. It can only be modified in a writing signed by both Parties.

13. Counterparts and electronic signature

This agreement may be signed in counterparts (including by e-signature), each of which is an original, and all of which together are one document.