Mutual Non-Disclosure Agreement (Template)

Effective: 2026-04-30

This Mutual Non-Disclosure Agreement governs the exchange of confidential information between you (the "Receiving Party") and EmoryMfg (also a Receiving Party with respect to your information), each acting as the "Disclosing Party" when sharing.

1. Confidential Information

"Confidential Information" means any non-public information disclosed by one party to the other, in any form, that is marked or reasonably understood to be confidential, including drawings, models, prototypes, BOMs, vendor lists, prices, source code, customer lists, financials, automation prompts, training data, and the existence of this NDA.

2. Use and protection

The Receiving Party will (a) use Confidential Information solely to evaluate or perform the contemplated business relationship; (b) protect it with no less care than it uses for its own information of similar sensitivity, and in any event reasonable care; (c) limit access to employees, agents, and contractors with a need to know who are bound by similar confidentiality obligations.

3. Exclusions

Information is not Confidential Information that (a) was rightfully known prior to disclosure without obligation; (b) becomes publicly available without breach; (c) is independently developed without use of Confidential Information; or (d) is rightfully obtained from a third party without restriction.

4. Compelled disclosure

If compelled by law, the Receiving Party may disclose Confidential Information after giving the Disclosing Party prompt written notice (where lawful) so that the Disclosing Party may seek protective measures.

5. No license, no commitment

No license to any IP is granted, except the limited right to use Confidential Information as expressly permitted. No commitment to enter into any further agreement is created.

6. Term

Obligations apply for five (5) years after disclosure, except that obligations with respect to trade secrets continue for as long as the information remains a trade secret.

7. Remedies

Each party acknowledges that breach of this NDA may cause irreparable harm and that injunctive relief may be appropriate, in addition to damages.

8. Governing law

Florida law; jurisdiction in Duval County, Florida; otherwise per the Terms of Service dispute provisions.