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THIS MUTUAL NON-DISLCOSURE AGREEMENT (“Agreement”) is made on (“Effective Date”) by and between Gearvana Ventures, LLC. (together with its subsidiaries and affiliates) having its office at 4055 Corporate Drive, Suite 400, Grapevine, TX 76051 and by , .(together with its subsidiaries and affiliates) having its office at:
.

The parties may individually hereinafter be referred to as a “Party”, the “Receiving Party” or the “Disclosing Party” and collectively as the “Parties”.

WHEREAS, the disclosure by the Parties of certain confidential, proprietary and/or trade secret information is necessary to the potential business purposes of the Parties for current discussions regarding an actual or potential vendor-purchaser and/or licensor-licensee relationship; and

WHEREAS, the parties respectively desire to protect and maintain the confidentiality of such information and to control and restrict its dissemination to prevent disclosure to unauthorized parties.

NOW, THEREFORE, the parties agree as follows:

Any and all Confidential Information (as defined herein below) disclosed by a Party (“Disclosing Party”) to or otherwise obtained by the other Party (“Receiving Party”) pursuant to or during the course of their discussions shall be used by the Receiving Party of such Confidential Information for the sole purpose of determining the desirability of entering into or maintaining a new or expanded vendor-purchaser relationship, and, in the event a written agreement is entered into by the Parties as the result thereof, solely for the express purposes set forth in such agreement, and shall in each case be disseminated only on a need-to-know basis to such of the recipients party’s employees, advisors, agents, consultants and subcontractors as have agreed in writing to protect Confidential Information under terms and conditions which are substantially similar to and consistent with the provisions of this Agreement.

Subject to the terms hereof, the phrase “Confidential Information” as used in this Agreement shall include, but not be limited to, information relating to trade secrets, data, designs, drawings, documentation, software (regardless of form or media), machinery, prototypes, processes, method, concepts, ideas, techniques, marketing plans, customer names, facilities, research, development and business activities, whether obtained or disclosed orally or in writing or through observation. To the extent possible, the Parties shall conspicuously mark Confidential Information in tangible media with words such as “Confidential”, “Proprietary” or of similar import. Notwithstanding the foregoing, the Parties expressly acknowledge that Confidential Information that, under the circumstances surrounding the disclosure, obtained orally or through observation the Receiving Party reasonably should recognize as being confidential shall be subject to the full extent of the obligations of confidentiality imposed by this Agreement.

Each Party agrees:
1. to protect the Disclosing Party’s Confidential Information with at least the same diligence, care and precaution the Receiving Party uses to protect its own confidential and trade secret information, but in no event less than reasonable care;
2. except as expressly authorized under this Agreement, not to disclose the Confidential Information to any third party, except with the prior, express written consent of the Disclosing Party;
3. not to use Confidential Information in any way directly or indirectly detrimental to the business operations of each other; and
4. to use the Confidential Information for purposes of this Agreement only.

In the event the Parties terminate the business relationship or upon the Disclosing Party’s request, and except as otherwise provided in a written agreement subsequently entered into by the Parties hereto, all tangible Confidential Information (including without limitation all equipment and other materials containing any Confidential Information) shall, be returned to the Disclosing Party, including any and all copies, translations, interpretations, and adaptations thereof.

Except for the right to use Confidential Information for the purposes authorized by this Agreement or a successor agreement, no license of any trademark, patent, copyright, or other intellectual property right is either granted or implied by this Agreement or any disclosure hereunder; including, but not limited to any license to make, use or sell any product embodying, or based upon, Confidential Information. Except as provided in this Agreement, all title, right and interest in the Confidential Information shall, at all times be in the Disclosing Party.

No representation, warranty, or assurance is made by either Party with respect to the non-infringement of trademarks, patents, copyrights, or other intellectual property rights or rights of third persons. No representation, warranty or assurance is made by either Party as to the accuracy or completeness of the Confidential Information.

The undertakings and obligations of the Parties under this Agreement shall not apply to any information which the Receiving Party can demonstrate:
1. Is disclosed in a printed publication available to the general public, is generally disclosed to third parties without restriction or otherwise is or becomes publicly available other than through the wrongful act or omission of the Receiving Party;
2. Is known by the Receiving Party prior to disclosure;
3. Is lawfully received from a third party without notice of restriction;
4. Is independently developed by the Receiving Party without the use of Confidential Information disclosed to it;
5. Is approved for release by prior, express, written authorization for the Disclosing Party;
6. Is requested or required to be disclosed pursuant to judicial or governmental order. Disclosures made pursuant to this Section 7(f) shall be made only to the extent ordered, and provided only that the party receiving an order (i) shall timely notify the Disclosing Party so that it may intervene in response to the order, or (ii) if timely notice cannot be given, shall seek to obtain a protective order from the court or governmental body for the Confidential Information.

Each Party hereby agrees that it will not furnish or disclose to the other any trade secrets or confidential or proprietary information of any third party (“Third Party Information”) unless it has the lawful authority to do so. The Disclosing Party shall identify the owner of the Third Party Information and shall provide a non-confidential description thereof. The Receiving Party may then decline to receive the Third Party Information. However, if the Receiving Party accepts the Third Party Information, then the Third Party Information shall be treated by the Receiving Party as Confidential Information of the Disclosing Party.

This Agreement shall apply to disclosures of Confidential Information made as of the Effective Date. These terms and conditions, unless otherwise agreed to by the Parties in writing, shall remain in effect concurrent with the term of the business relationship between the Parties and the obligations of the Parties under this Agreement shall expire three (3) years after the last disclosure of the Confidential Information.
The failure of either Party to enforce any right resulting from breach of any provision of this Agreement by the other Party shall not be deemed a waiver of any right relating to a subsequent breach of the provisions or of any other right under this Agreement.

This Agreement is not intended to and shall not be construed as creating a joint venture, partnership or other form of business association between the Parties.
At any time prior to the expiration of this agreement, it is expressly agreed that the identities of any individual or entity and any other third parties including, without limitation, suppliers, customers, financial sources, manufacturers and consultants) discussed and made available by the Disclosing Party in respect of the Purpose and any related business opportunity shall constitute Confidential Information and the Recipient or associated entity or individual shall not, (without prior written consent or the Disclosing Party):parties.

a) directly or indirectly initiate, solicit, negotiate, contract or enter into any business transactions, agreements or undertaking with any such third party identified or introduced by the Disclosing Party; or
b) seek to by-pass, compete, avoid or circumvent the Disclosing Party in respect of any business opportunity that relates to the Purpose by utilizing any Confidential Information or by otherwise exploiting or deriving benefit from the Confidential Information.
This Agreement shall be construed, governed and interpreted in accordance with the laws of the State of Texas.
This Agreement states the entire agreement between the Parties and supersedes all prior written agreements, written or oral, between the Parties with respect to the subject matter of this Agreement and may not be amended except in a writing signed by a duly authorized representative of the respective Parties.

IN WITNESS WHEREOF, the Parties have subscribed the names of their duly authorized representatives.

	Gearvana Ventures, LLC
Name:	Name:	Joshua Gray
Title:	Title:	President

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Signed by Joshua Gray
Signed On: July 7, 2023

Timestamp

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September 27, 2019 1:17 pm CDT

Mutual Non-Disclosure Uploaded by Joshua Gray - joshua.gray@gearvana.com IP 136.144.43.58