Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (the “Agreement”) is entered into as of [Effective Date] (the “Effective Date”) between FractalWeb, LLC, a Texas limited liability company, with its principal place of business at [address] (“Fractal”), and [Partner legal name], [a ___ corporation], with its principal place of business at [address] (“Partner”). Fractal and Partner are each a “Party” and together the “Parties”.

1. Purpose

The Parties wish to evaluate and pursue a business relationship in which Partner may help develop, sell, distribute, integrate or incorporate Fractal’s market segment applications built on the Fractal Computing framework, and may contribute its own capabilities to those applications (the “Purpose”). In doing so each Party (as “Discloser”) may disclose Confidential Information to the other (as “Recipient”).

2. Confidential Information

2.1 “Confidential Information” means all non-public information disclosed by or for the Discloser to the Recipient, in any form, before or after the Effective Date, in connection with the Purpose, 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. It includes software, source code, algorithms, architectures, data models, benchmarks, product plans and roadmaps, pricing, customer and prospect information, business plans, and the terms of this Agreement and of any discussions between the Parties.

2.2 Confidential Information does not include information that the Recipient can show by written records: (a) is or becomes generally available to the public through no breach of this Agreement by the Recipient; (b) was known to the Recipient without restriction before receipt from the Discloser; (c) is lawfully received by the Recipient from a third party without restriction and without breach of any obligation to the Discloser; 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 The Recipient will: (a) use the Discloser’s Confidential Information only for the Purpose; (b) not disclose it to any third party except as this Agreement permits; and (c) protect it with at least the degree of care it uses for its own information of a similar nature, and no less than reasonable care.

3.2 The Recipient may disclose Confidential Information to its and its affiliates’ employees, officers, directors, contractors and professional advisers (“Representatives”) who need to know it for the Purpose and who are bound by confidentiality obligations at least as protective as this Agreement. The Recipient is responsible for any breach of this Agreement by its Representatives.

3.3 The Recipient will not reverse engineer, decompile or disassemble any software, prototype or other tangible item provided by the Discloser, nor analyze it to derive its composition or design, except as the Discloser expressly permits in writing.

3.4 The Recipient will promptly notify the Discloser on becoming aware of any unauthorized use or disclosure of the Discloser’s Confidential Information, and will reasonably cooperate to stop it and limit its effects.

4. Required disclosure

If the Recipient is required by law, regulation or a court or government order to disclose Confidential Information, it may do so, provided that, where legally permitted, it gives the Discloser prompt written notice so the Discloser can seek a protective order or other remedy, reasonably cooperates with that effort at the Discloser’s expense, and discloses only the portion it is legally required to disclose.

5. Personal data and regulated data

The Parties do not intend to exchange personal data, protected health information, customer records or other regulated data under this Agreement, and neither Party will disclose such data to the other unless the Parties first sign an agreement that governs it (for example a data processing agreement or a business associate agreement). Any such data disclosed in error will be returned or destroyed promptly upon discovery.

6. Ownership and no license

All Confidential Information remains the property of the Discloser. Nothing in this Agreement grants the Recipient any license or other right in the Discloser’s Confidential Information, patents, copyrights, trade secrets or other intellectual property, except the limited right to use Confidential Information for the Purpose.

7. No warranty

Confidential Information is provided “as is”. The Discloser makes no representation or warranty as to its accuracy, completeness or fitness for any purpose, and has no liability arising from the Recipient’s use of it, except as set out in a separate definitive agreement.

8. No obligation; independent activity

8.1 This Agreement does not oblige either Party to disclose any particular information, to proceed with any transaction or relationship, or to refrain from entering into similar discussions with others. Any business relationship will be governed only by a separate written definitive agreement.

8.2 Each Party may develop, acquire or market products and services that compete with the other Party’s, provided it does not use or disclose the other Party’s Confidential Information in breach of this Agreement.

9. Return or destruction

On the Discloser’s written request, or on termination of this Agreement, the Recipient will promptly return or destroy the Discloser’s Confidential Information and, if requested, confirm this in writing. The Recipient may keep copies required by law or held in routine backup systems, which remain subject to this Agreement for as long as they are kept.

10. Term

This Agreement covers disclosures made during the [two (2)] years following the Effective Date. Either Party may end that period earlier by 30 days’ written notice. The Recipient’s obligations for Confidential Information received continue for [three (3)] years after the end of that period, and for any trade secret, for as long as it remains a trade secret under applicable law.

11. Remedies

Unauthorized use or disclosure of Confidential Information may cause the Discloser irreparable harm for which money damages would not be an adequate remedy. The Discloser is therefore entitled to seek injunctive or other equitable relief, without posting a bond, in addition to any other remedy available at law or in equity.

12. Export

Each Party will comply with all applicable export control and sanctions laws in connection with Confidential Information it receives, and will not export or re-export technical data except as those laws permit.

13. General

13.1 Governing law and venue. This Agreement is governed by the laws of the State of Texas, without regard to its conflict of laws rules. The state and federal courts located in Travis County, Texas have exclusive jurisdiction over any dispute arising from it, except that either Party may seek injunctive relief in any court of competent jurisdiction.

13.2 Entire agreement. This Agreement is the entire agreement of the Parties on its subject and supersedes all prior understandings on it. It may be amended or waived only in a writing signed by both Parties. A failure or delay in enforcing any provision is not a waiver of it.

13.3 Assignment. Neither Party may assign this Agreement without the other’s prior written consent, except to a successor to all or substantially all of its business or assets to which this Agreement relates. This Agreement binds and benefits the Parties and their permitted successors and assigns.

13.4 Severability. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions remain in effect.

13.5 Notices. Notices under this Agreement must be in writing and sent to the addresses above (or as a Party later designates in writing), by hand, by a recognized courier, or by email with confirmation of receipt.

13.6 Relationship. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.

13.7 Counterparts and electronic signature. This Agreement may be signed in counterparts and by electronic signature, each of which is an original and all of which together are one agreement.

Signed by the Parties’ authorized representatives as of the Effective Date.