microtron-NDA-mutual-signed.docx

Microtron AI Inc.

Mutual Nondisclosure Agreement

This Mutual Nondisclosure Agreement (this “NDA”) is made effective and entered into as of this date: (the “Effective Date”), by and between (a/the “Party/ies): Microtron AI Inc., a Florida corporation having an address at 4715 Bay View Ave., Tampa FL 33611, email: bisa@microtronai.com; and

Person or Company:

State:

Form of Entity (person, LLC, or corporation):

Address:

Email:

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby mutually agree to all of the provisions of this NDA.

Parties. “Discloser” means a Party disclosing Confidential Information and “Recipient” means the other Party receiving such disclosure, as the case may be from time to time.

Confidential Information. “Confidential Information” means all information, whether oral or written in any medium, that is possessed by Discloser or entrusted to Discloser in confidence, that Recipient receives or is exposed to during the term hereof or prior thereto, and that is identified to Recipient as being confidential or should reasonably be regarded as confidential under the circumstances.

Purpose. Recipient will use Confidential Information solely in furtherance of Recipient’s analysis of whether to enter into a business relationship with Discloser or in furtherance of such relationship once formed, if any (collectively, the “Purpose”). This NDA will not be construed to form such relationship or to obligate the Parties to form such relationship.

Nonuse & Nondisclosure. Recipient will not use in any way or for any purpose other than the Purpose, nor disclose to any third party, nor make or sell any products derived from, any Confidential Information.

Custodial Duties. Recipient will: (i) protect the confidentiality of Confidential Information using no less than a commercially reasonable degree of care; (ii) destroy or deliver to Discloser upon Discloser’s request all copies of all Confidential Information in Recipient’s possession or control (other than as may be stored on re-usable backup media made in the ordinary course); (iii) notify Discloser upon discovery of any unauthorized use or disclosure of Confidential Information; and (iv) in such event, reasonably cooperate with Discloser to regain possession thereof.

Exceptions. Recipient’s obligations of nonuse and nondisclosure provided herein will cease to apply to an item of Confidential Information at such time as, and solely to the extent that, Recipient demonstrates with clear and convincing evidence that, through no breach hereof or of any other duty of confidentiality owed to Discloser by Recipient or by any third party, such item lawfully was, is, or becomes: (i) known by Recipient without restriction on its use or disclosure; (ii) independently discovered or developed solely by Recipient’s personnel to whom such item of Confidential Information has not theretofore been disclosed; or (iii) injected into the public domain.

Legally Compelled Disclosure. Recipient may disclose portions of Confidential Information to the extent legally compelled to do so by governmental or court order, subpoena, or other valid legal process. Recipient will inform Discloser promptly upon receipt of the applicable order or demand. Recipient will cooperate with Discloser to request confidential treatment of the Confidential Information to be disclosed or to legally contest such disclosure. Recipient will use commercially best efforts to limit the scope and duration of such disclosure and to assist Discloser to obtain a protective order or other confidential treatment. Recipient’s permission to disclose a portion of Confidential Information will in all events be limited to the specific context of the order or demand referenced in this Section 7 and will also be limited to the specific portion of Confidential Information so ordered or demanded. Recipient’s obligations of nonuse and nondisclosure will not cease in any other context.

Limited Distribution. Recipient may disclose Confidential Information on a need-to-know basis to Recipient’s trusted employees and independent contractors, solely in furtherance of the Purpose, and to its third-party advisors as required for tax, legal, financial, and regulatory compliance, but only after each person and entity to whom Recipient so discloses such Confidential Information is legally bound to nondisclosure and non-use obligations consistent herewith. Recipient will be responsible for any breaches of such obligations by any such persons or entities.

No License. Other than as may be expressly set forth herein, nothing herein will be construed as granting to Recipient any right or license to use or practice any Confidential Information or any of Discloser’s copyrights, patents, trademarks, or other intellectual property.

Termination. This NDA will be effective for two (2) years after the Effective Date whereupon this NDA will terminate, unless earlier terminated by written notice from either Party to the other, or unless extended by written amendment executed by both Parties.

Survival. The provisions hereof will survive any expiration or termination hereof and will continue to apply to each item of Confidential Information for as long as such item is not subject to any of the exceptions set forth in Section 6.

Remedies. In the event of Recipient’s actual or threatened disclosure or use of Confidential Information in breach hereof, Discloser will be entitled to seek injunctive relief against Recipient in addition to all other remedies available at law or in equity. This NDA will be construed and enforced in accordance with the laws of the State of Florida, without regard to conflicts of laws. Any disputes arising hereunder will be adjudicated before a court of competent jurisdiction located in Hillsborough County, Florida. The prevailing party to any action to enforce this NDA or to redress a breach hereof will be entitled to its costs and fees (including reasonable attorneys’ fees) arising in connection therewith.

General.

Assignments. Neither this NDA nor any rights hereunder will be assignable or transferable by either Party in whole or in part without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may without securing such consent assign this NDA to its successor-in-interest by way of merger or acquisition upon notice to the other Party.

Warranties. Discloser makes no representations or warranties with respect to any portion of Confidential Information disclosed by Discloser to Recipient except that Discloser hereby represents and warrants to Recipient that Discloser has the legal right and authority to disclose such Confidential Information.

Notices. Written notices between the Parties will be deemed perfected if delivered to a Party using its respective contact information set forth in the preamble hereto: (i) by hand or in-person delivery; (ii) by email with receipt confirmed; or (iii) by certified mail, registered mail, or courier service, with return-receipt received.

Amendments. This NDA may be modified solely by a written amendment mutually executed by both Parties.

Waivers. Neither Party will be deemed to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving Party. Any waiver with reference to one event or one portion of Confidential Information will not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event or any other portion thereof.

Severability. Unenforceable provisions hereof, if any, as applied to particular circumstances will be reformed to the extent strictly necessary to render such provisions enforceable when applied to such particular circumstances, and the same will not affect the remaining provisions hereof.

Integration. This NDA constitutes the entire agreement between the Parties with respect to all Confidential Information disclosed to Recipient by Discloser and hereby supersedes all prior agreements and understandings with respect thereto.

Counterparts. This NDA may be executed in several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument, binding upon all of the Parties.

In Witness Whereof, the Parties have executed this Mutual Nondisclosure Agreement as of the Effective Date.

Party name: Microtron AI Inc.

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Bisa Elishama Peterson, Founder and CEO

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