MUTUAL NON-DISCLOSURE AGREEMENT

Last Modified: September 22, 2025

This Mutual Non-Disclosure Agreement (this “Agreement”) is between Netenrich, Inc., a Delaware corporation (“Netenrich”) and __________________________________________________, [company name, jurisdiction of incorporation and legal entity type] (“Company”) and is effective as of ___________________ (the “Effective Date”). The parties wish to protect certain information they may exchange in evaluation of a potential business relationship or in performance of a business relationship between them and have therefore caused this Agreement to be executed by their duly authorized representatives.

MUTUAL NON-DISCLOSURE AGREEMENT

1. 1. Definitions.
   1. “Confidential Information” of a party means all information disclosed or made available before, on, or after the Effective Date by such party (the “Disclosing Party”) or its Representatives to the other party (the “Receiving Party”) or its Representatives, whether in writing, electronically, orally, visually or otherwise and whether or not identified as “confidential”. Without limiting the foregoing, Confidential Information may include: inventions, know-how, processes, software, financial information, procurement requirements, customer and other lists, employee information, trade secrets, and business relationships and plans. Notwithstanding the foregoing, Confidential Information does not include information that:
      1. is or becomes publicly available other than as a result of an act or failure to act on the part of the Receiving Party or its Representatives in violation of this Agreement or any other legal, contractual or fiduciary obligation;
      2. was already in the Receiving Party’s possession free of any duty of confidentiality prior to receipt of the information by the Receiving Party or any of its Representatives from the Disclosing Party, provided the Receiving Party can provide clear and convincing evidence thereof;
      3. is or becomes available to the Receiving Party on a non-confidential basis from a source (other than the Disclosing Party or its Representatives) that is not prohibited from disclosing such information to the Receiving Party by any legal, contractual or fiduciary obligation; or
      4. is or was developed by the Receiving Party independently of and without access, use, or reference to any Confidential Information of the Disclosing Party as shown by clear and convincing evidence.
   2. “Representatives” means, with respect to a party, the directors, officers, members, partners, shareholders, employees, Affiliates, agents or representatives (including, but not limited to, financial advisors, attorneys and accountants) of such party.
   3. “Affiliate” means, with respect to a party, an entity that directly or indirectly (i) controls such party, (ii) is controlled by such party, (iii) is controlled by another entity that also controls such party, or (iv) is controlled by another entity that is controlled by such party.

2. Obligations of Confidentiality and Non-Use. The Receiving Party shall, at all times and notwithstanding any termination or expiration of this Agreement, (a) hold in strict confidence and not disclose to any third party any Confidential Information of the Disclosing Party, except as expressly approved in writing by the Disclosing Party, and (b) use the Confidential Information of the Disclosing Party for no purpose other than evaluation and discussions or performance of a business relationship between the parties (the “Permitted Use”). The Receiving Party shall protect the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care that the Receiving Party uses to protect its own Confidential Information of like nature, but in no case, less than reasonable care. The Receiving Party shall limit access to the Confidential Information of the Disclosing Party to only those of the Receiving Party’s Representatives having a strict need to know such Confidential Information for purposes of the Permitted Use and who have signed confidentiality agreements containing, or are otherwise bound by, confidentiality and non-use obligations with respect to such Confidential Information at least as restrictive as those contained herein.

3. Legally Compelled Disclosure. Notwithstanding the above, the Receiving Party may disclose Confidential Information of the Disclosing Party, without violating the obligations of this Agreement, to the extent such disclosure is required by a valid order of a court or other governmental body having jurisdiction, provided that the Receiving Party provides the Disclosing Party with reasonable prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist the Disclosing Party in obtaining, at the Disclosing Party’s expense, a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued.

4. Notification of Breach/Loss. The Receiving Party shall immediately notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of the Confidential Information of the Disclosing Party.

5. Ownership; Non-Use. As between the parties, the Disclosing Party’s Confidential Information is and will remain the sole property of the Disclosing Party. The Receiving Party recognizes and agrees that nothing contained in this Agreement will be construed as granting any property rights, by license or otherwise, to any Confidential Information of the Disclosing Party, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information.

6. No Obligation to Disclose; Relationship. Neither this Agreement nor the disclosure of any Confidential Information hereunder will result in any obligation on the part of either party or to require either party to disclose any particular Confidential Information or to enter into any business relationship with the other party. Nothing in this Agreement creates or will be deemed to create any employment, joint venture, or agency between the parties.

7. Copies of Confidential Information. The Receiving Party shall not reproduce Confidential Information of the Disclosing Party in any form except as reasonably required for purposes of the Permitted Use. Any reproduction by a Receiving Party of any Confidential Information of the Disclosing Party will remain the property of the Disclosing Party and will contain any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by the Disclosing Party.

8. Term; Termination. This Agreement will commence on the Effective Date and will continue until the fifth (5th) anniversary of the Effective Date or, if earlier, until either party, at its sole discretion, provides a thirty (30) days written notice of such party’s desire to terminate this Agreement. Each party’s obligations under this Agreement will survive termination of this Agreement and will be binding upon such party’s heirs, successors, and permitted assigns and shall continue in full force and effect with respect to all Confidential Information unless and until such information becomes subject to one of the exceptions set forth in Section 1.

9. Return or Destruction of Confidential Information. Upon termination of this Agreement, or upon written request of either party, each party will promptly return to the Disclosing Party or destroy all the Disclosing Party’s Confidential Information including all copies thereof and upon request certify the same in writing to the Disclosing Party, except that the Receiving Party may retain Confidential Information in electronic form in general electronic backup files that (i) is not readily or individually accessible to non-IT personnel, (ii) is not individually restored or extracted from such general backup files, and (iii) is at all times held in compliance with this Agreement.

10. NO WARRANTY. THE DISCLOSING PARTY IS PROVIDING CONFIDENTIAL INFORMATION ON AN “AS IS” BASIS FOR USE BY THE RECEIVING PARTY AT ITS OWN RISK. THE DISCLOSING PARTY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

11. Governing Law; Venue; Amendment. This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different state. Any disputes under this Agreement may be brought exclusively in the state courts and the Federal courts located in Santa Clara County in the state of California, and the parties hereby consent to the personal jurisdiction and exclusive venue of these courts. This Agreement may not be amended except by a writing signed by both parties.

12. Equitable Relief. The Receiving Party acknowledges and agrees that (A) the Disclosing Party may be irreparably injured by a breach of this Agreement by the Receiving Party and/or its Representatives, and (B) in addition to any other remedies available at law or in equity, the Disclosing Party will be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of any actual or threatened breach of this Agreement by the Receiving Party and/or any of its Representatives. In connection with the foregoing, the Receiving Party agrees that, in seeking equitable relief (including injunctive relief and specific performance), the Disclosing Party will not be required to prove actual damages and the Receiving Party hereby waives the posting of any bond or other security.

13. Severability; No Waiver. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

14. Third Party Information. Neither party will communicate any information to the other party in violation of the proprietary rights of or confidentiality obligations to any third party.

15. Notices. All formal or legal notices permitted or required under this Agreement will be in writing and will be delivered by personal delivery, electronic mail or by certified or registered mail, return receipt requested, or by overnight courier and will be deemed given upon personal delivery, five (5) days after deposit in the mail, two (2) business days after deposit with an overnight courier or upon acknowledgment of receipt of electronic transmission. Notices will be sent to the addresses set forth at the end of this Agreement or such other address as either party may specify in writing for such purpose.

16. Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions and agreements between the parties with respect to such matters.

17. Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same document. A facsimile or electronic signature by a party will constitute due execution of this Agreement by such party.

IN WITNESS WHEREOF, the parties have caused this Mutual Non-Disclosure Agreement to be executed by their proper and duly authorized representatives as of the Effective Date.