Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (“Agreement”) is entered into between NYRIC-AI and the undersigned party (“Receiving Party”) for the purpose of facilitating the evaluation of a potential business relationship, collaboration or project engagement between the Parties.

In connection with such discussions, each Party may disclose confidential information to the other. This Agreement defines the obligations regarding the protection of such information.

“Confidential Information” means any information disclosed by either Party (“Disclosing Party”) to the other Party (“Receiving Party”), in any form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

Confidential Information may include, but is not limited to:

• Source code, algorithms, technical architectures and system designs
• AI models, training data, prompts, workflows and techniques
• Business strategies, plans, projections and financial information
• Product roadmaps, unreleased features and development plans
• Client lists, customer data, user data and business contacts
• Credentials, API keys, access tokens, passwords and security configurations
• Proprietary methodologies, processes and know-how
• Trade secrets and intellectual property
• Marketing strategies, pricing models and competitive information
• Any information marked as “confidential” or “proprietary”

The Receiving Party agrees to:

• Hold all Confidential Information in strict confidence and not disclose it to third parties without the Disclosing Party's prior written consent
• Use the Confidential Information solely for the purpose of evaluating and facilitating the potential business relationship or project engagement
• Protect the Confidential Information using at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care
• Limit access to the Confidential Information to those individuals within the Receiving Party's organization who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement

The Receiving Party may disclose Confidential Information to its employees, contractors, advisors and professional representatives who:

• Have a legitimate need to know the information
• Are bound by confidentiality obligations at least as restrictive as those in this Agreement

The Receiving Party is responsible for any breach of this Agreement by its employees, contractors or representatives.

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the Receiving Party
• Was already lawfully known to the Receiving Party before disclosure
• Is independently developed by the Receiving Party without use of Confidential Information
• Is lawfully obtained from a third party who is not under a confidentiality obligation
• Is disclosed with the Disclosing Party's prior written consent

If the Receiving Party is required by applicable law, regulation, court order or governmental authority to disclose Confidential Information, the Receiving Party shall:

• Promptly notify the Disclosing Party in writing (where legally permitted)
• Cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy
• Disclose only the minimum amount of Confidential Information legally required
• Use reasonable efforts to ensure that any disclosed information is afforded confidential treatment

Nothing in this Agreement grants the Receiving Party any license, right, title or interest in or to the Disclosing Party's Confidential Information, intellectual property, patents, copyrights, trademarks, trade secrets or any other proprietary rights.

All Confidential Information remains the sole property of the Disclosing Party.

Where Confidential Information includes source code, proprietary software, credentials, API keys, access tokens, infrastructure configurations or similar sensitive materials, the Receiving Party acknowledges the heightened sensitivity of such information and agrees to:

• Apply additional security measures appropriate to the sensitivity of the information
• Not copy, reverse-engineer, decompile or attempt to derive the source code except as necessary for the permitted purpose
• Not store credentials in unsecured locations, plain text or shared repositories
• Immediately notify the Disclosing Party of any unauthorized access or security incident

Upon the Disclosing Party's written request or upon termination of this Agreement, the Receiving Party shall promptly:

• Return or destroy all Confidential Information in its possession
• Delete all copies, summaries and derivative materials containing Confidential Information
• Remove Confidential Information from any systems, storage or backup media
• Provide written certification of deletion or return if requested

The Receiving Party may retain one copy for legal compliance purposes, subject to ongoing confidentiality obligations.

This Agreement shall remain in effect for a period of [2/3] years from the date of disclosure of Confidential Information, unless terminated earlier by either Party with [30] days' written notice.

The confidentiality obligations under this Agreement shall survive termination for a period of [2/3] years from the date of termination. Trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Nothing in this Agreement obligates either Party to enter into any further agreement, proceed with any transaction or business relationship, or disclose any particular Confidential Information.

Either Party may terminate discussions at any time without liability.

All Confidential Information is provided “as is.” The Disclosing Party makes no warranties, express or implied, regarding the accuracy, completeness or fitness for a particular purpose of any Confidential Information.

The Disclosing Party shall not be liable for any damages arising from the Receiving Party's use of or reliance upon Confidential Information.

The Parties acknowledge that unauthorized disclosure of Confidential Information may cause irreparable harm for which monetary damages may be an inadequate remedy.

In the event of a breach or threatened breach of this Agreement, the Disclosing Party shall be entitled to seek injunctive relief, specific performance and any other remedies available at law or in equity, in addition to any other remedies available under applicable law.

This Agreement is governed by and construed in accordance with the laws of India, without regard to its conflict-of-law principles.

Any disputes arising from this Agreement shall be subject to the exclusive jurisdiction of the courts having appropriate jurisdiction in [CITY, STATE, INDIA].

The Parties agree that this Agreement may be accepted electronically, including through electronic signatures, digitally signed documents, email confirmation or other legally recognized electronic means.

This Agreement constitutes the entire agreement between the Parties regarding the confidential information disclosed and supersedes all prior or contemporaneous agreements, understandings or representations.

Any amendment to this Agreement must be in writing and signed by both Parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

By signing below, both Parties acknowledge that they have read, understood and agree to be bound by the terms of this Mutual Non-Disclosure Agreement.