Mutual NDA

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of the date of signing between:

The parties intend to explore a potential business relationship relating to AI-powered project consultancy, software development, and related services offered by ZigNet AI ("Purpose"). In connection with this Purpose, either party may disclose confidential information to the other.

"Confidential Information" means any information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with the Purpose, including but not limited to:

• Business strategies, plans, and roadmaps
• Technical designs, architectures, and source code
• Financial information, pricing, and commercial terms
• Customer lists, prospect data, and contact information
• Project ideas, concepts, and intellectual property
• AI models, training data, and proprietary methodologies
• Any information marked "confidential" or that a reasonable person would consider confidential

Confidential Information does not include information that: (a) is or becomes publicly available without breach; (b) was known to the Receiving Party before disclosure; (c) is independently developed without reference to the Confidential Information; or (d) is required to be disclosed by law or court order.

Each Receiving Party agrees to:

1. Keep all Confidential Information strictly confidential and not disclose it to any third party without prior written consent from the Disclosing Party.
2. Use the Confidential Information solely for the Purpose and not for any other purpose.
3. Limit access to Confidential Information to employees, contractors, and advisors who have a genuine need to know and who are bound by obligations of confidentiality no less restrictive than this Agreement.
4. Promptly notify the Disclosing Party upon discovery of any unauthorised disclosure or use of Confidential Information.
5. Apply at least the same degree of care as applied to its own confidential information, and in any event no less than reasonable care.

Nothing in this Agreement grants either party any rights in the Confidential Information of the other party, other than the limited right to use it for the Purpose. No intellectual property rights are transferred by this Agreement.

This Agreement shall remain in effect for three (3) years from the date of signing. Obligations of confidentiality shall survive termination of this Agreement for a further three (3) years with respect to trade secrets and material proprietary information.

Upon written request by the Disclosing Party, or upon termination of discussions between the parties, the Receiving Party shall promptly return or destroy all tangible materials containing Confidential Information and confirm such destruction in writing.

The parties acknowledge that breach of this Agreement may cause irreparable harm for which monetary damages would be inadequate. Accordingly, either party shall be entitled to seek injunctive relief or specific performance in addition to any other available remedies.

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Any disputes arising shall be subject to the exclusive jurisdiction of the courts of England and Wales.

This Agreement constitutes the entire agreement between the parties regarding confidentiality of information shared in connection with the Purpose and supersedes all prior discussions or agreements on this matter.