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NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the "Agreement") is entered into as of [Date], by and between WorkSimulator LLC, a Delaware limited liability company ("Disclosing Party"), and [Receiving Party Name] ("Receiving Party").

RECITALS

WHEREAS, Disclosing Party possesses certain confidential and proprietary information relating to its business, including but not limited to, strategic plans, financial information, algorithms, source code, and operational methods concerning "Project Omega" (collectively, "Confidential Information"); and [1]

WHEREAS, Disclosing Party desires to disclose certain Confidential Information to Receiving Party for the sole purpose of evaluating a potential business relationship between the parties (the "Purpose"); and

WHEREAS, Receiving Party agrees to maintain the confidentiality of the Confidential Information pursuant to the terms of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

  1. Definition of Confidential Information. The term "Confidential Information" shall include all information disclosed by Disclosing Party to Receiving Party, whether orally, visually, in writing, or in any other tangible form, which is marked or identified as confidential or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. [2] This includes, without limitation, any derivatives, analyses, compilations, studies, or other documents prepared by Receiving Party which contain or reflect Confidential Information.
  2. Obligations of Receiving Party. Receiving Party agrees: (a) to hold the Confidential Information in strict confidence and to take all reasonable precautions to protect such Confidential Information (including, without limitation, all precautions Receiving Party employs with respect to its own confidential materials); [3] (b) not to disclose any Confidential Information to any third party without the prior written consent of Disclosing Party; (c) not to use any Confidential Information for any purpose except the Purpose; and (d) to immediately give notice to Disclosing Party of any unauthorized use or disclosure of the Confidential Information.
  3. Term and Termination. The confidentiality obligations imposed by this Agreement shall commence on the effective date of this Agreement and shall survive termination or expiration of any relationship between the parties for a period of five (5) years. [4] Upon written request of Disclosing Party, Receiving Party shall promptly return or destroy all Confidential Information received from Disclosing Party.
  4. Injunctive Relief. Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to Disclosing Party, for which monetary damages would be inadequate. Accordingly, Disclosing Party shall be entitled to seek injunctive relief to enforce this Agreement, in addition to any other remedies available at law or in equity. [5]
  5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

DISCLOSING PARTY: WorkSimulator LLC
By: _________________________
Name: C. Suite
Title: CEO
RECEIVING PARTY: [Receiving Party Name]
By: _________________________
Name:
Title:

Comments

J. Harrison (Sr. Counsel):

Need to ensure definition of "Project Omega" aligns precisely with internal documentation and scope defined in SOW Addendum 3. Cross-reference potential IP implications, especially regarding prior art considerations under 35 U.S.C. ยง 102.

A. Chen (Compliance Lead):

Does "reasonably should be understood" standard meet GDPR/CCPA requirements if PII is inadvertently included? Recommend adding explicit carve-out or stricter handling protocol for regulated data categories. Also consider data residency implications.

J. Harrison (Sr. Counsel):

"Reasonable precautions" is ambiguous. Suggest benchmark against industry best practices (e.g., ISO 27001 controls relevant to data handling). Should we require specific technical safeguards like encryption at rest and in transit? Potential liability exposure if breach occurs.

R. Gupta (Finance Dir.):

Five years sufficient? Consider perpetual obligation for trade secrets under DTSA. Need analysis of information lifecycle and residual value post-term. Impact on long-term strategic valuation?

S. Miller (External Counsel):

Standard clause, but check venue selection implications. Does Delaware forum unduly burden Receiving Party? Consider arbitration clause as alternative dispute resolution mechanism to mitigate litigation costs and ensure confidentiality of proceedings. Review recent case law on enforceability of injunctive relief for information disclosure.