Non-Disclosure Agreement

Non-Disclosure Agreement

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement ("Agreement") is entered into by and between Walnut Hill Technology, LLC, located in Victoria, Virginia ("Walnut Hill"), and the end user ("User"), collectively referred to as the "Parties," for the purpose of preventing the unauthorized disclosure of certain confidential and proprietary information.

1. Definition of Confidential Information

"Confidential Information" means all nonpublic, proprietary, or confidential information disclosed by either Party to the other, whether in oral, written, electronic, or other form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

2. Exclusions

Confidential Information does not include information that:

(a) is or becomes publicly known without breach;
(b) was known prior to disclosure;
(c) is independently developed; or
(d) is lawfully obtained from a third party.

3. Obligations

Each Party agrees to:

(a) use Confidential Information only for purposes related to a business relationship;
(b) protect it using at least reasonable care;
(c) not disclose to any third party except those bound by similar confidentiality obligations; and
(d) promptly notify the other of any unauthorized disclosure.

4. Return or Destruction

Upon request, each Party shall delete or destroy all Confidential Information, except one copy retained for legal compliance.

5. Duration

Obligations remain for five (5) years from disclosure, except for trade secrets which remain protected as long as they qualify as such.

6. No License or Relationship

This Agreement does not create a partnership, joint venture, or employment relationship and grants no IP rights.

7. Governing Law and Venue

This Agreement is governed by Virginia law, with exclusive venue in Lunenburg County, Virginia.

8. Severability

If any provision is invalid, the remainder shall continue in effect.

9. Entire Agreement

This Agreement supersedes all prior understandings and may only be amended in writing signed by both Parties.

10. Electronic Acceptance

By signing in, clicking "I Agree," or accessing the Software, Licensee agrees to be bound by this Agreement and the NDA.

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