bizbot Technology, LLC

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of [Date] by and between:

1. Definition of Confidential Information

Confidential Information means all non-public information disclosed by either party, including but not limited to: business plans, financial data, pricing structures, client lists, software code, algorithms, AI models, technical specifications, marketing strategies, and proprietary processes. Confidential Information does not include information that:

1. Is or becomes publicly available through no breach of this Agreement
2. Is independently developed by the Recipient without access to Confidential Information
3. Is lawfully obtained by the Recipient from a third party without confidentiality restrictions
4. Is required to be disclosed by law or court order (see Section 2)

2. Permitted Disclosures

The Recipient may disclose Confidential Information only when:

1. Legally required by statute, regulation, court order, or government agency request
2. Necessary to protect the Recipient's legal interests in litigation or regulatory proceedings
3. Disclosed to the Recipient's employees, contractors, or legal advisors with a strict need-to-know and written confidentiality obligations matching this Agreement

When disclosure is legally required, Recipient shall provide prompt written notice to the Discloser to allow the Discloser to seek protective orders or injunctive relief, unless legally prohibited from providing such notice.

3. Obligations of Receiving Party

The Recipient agrees to:

1. Hold all Confidential Information in strict confidence using reasonable care (at least the same standard applied to its own confidential information)
2. Not disclose Confidential Information to any third party without prior written consent, except as permitted in Section 2
3. Use Confidential Information solely for the purpose of evaluating or engaging in a business relationship with the Discloser
4. Implement reasonable security measures to protect Confidential Information from unauthorized access or disclosure

4. Term

This Agreement becomes effective on the date of execution and continues for three (3) years from the date of disclosure of each piece of Confidential Information. Obligations under this Agreement survive any termination or conclusion of the underlying business relationship.

5. Return of Information

Upon written request by the Discloser, or upon termination of the business relationship, the Recipient shall, at the Discloser's option, either return or destroy all tangible Confidential Information (including copies) and certify such destruction in writing within thirty (30) days. Digital or electronic Confidential Information may be retained in backup systems if legally required, provided confidentiality obligations continue to apply.

6. No License

This Agreement grants no license or rights to any Confidential Information. All intellectual property rights remain the sole and exclusive property of the Discloser. Disclosure of Confidential Information does not imply any right to obtain patents, copyrights, trademarks, or other intellectual property rights.

7. No Obligation to Disclose

Neither party is obligated to disclose Confidential Information. The Discloser may elect to withhold information or terminate discussions at any time. Initiation of discussions does not constitute a binding commitment to enter into any business relationship.

8. No Warranty

Confidential Information is provided "as is" without any warranty of accuracy, completeness, or fitness for a particular purpose. The Discloser assumes no liability for any errors or omissions in Confidential Information or for any reliance placed upon it by the Recipient.

9. Governing Law

This Agreement shall be governed by the laws of the State of California, without regard to conflict of laws principles. The parties irrevocably consent to the exclusive jurisdiction of the state and federal courts located in California for any disputes arising from this Agreement.

10. Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the protection of Confidential Information and supersedes all prior negotiations, representations, and agreements. Amendments must be in writing and signed by both parties.