Non-Disclosure Agreement

Mutual Non-Disclosure Agreement

This Non-Disclosure Agreement ("Agreement") is entered into as of the date of electronic signature below, by and between Align Kaizen Publishing, LLC ("Disclosing Party") and the undersigned organization or individual ("Receiving Party"), collectively referred to as the "Parties."

1. Purpose

The Parties wish to explore a potential business or research relationship involving the OralHistory.app platform, its proprietary methodologies, analysis tools, and related intellectual property. In connection with this evaluation, each Party may disclose certain Confidential Information to the other.

2. Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by either Party, whether orally, in writing, or electronically, including but not limited to:

1. Proprietary research methodologies, analytical frameworks, and structured analysis tools;
2. Software architecture, algorithms, data models, and system designs;
3. Business plans, pricing structures, customer lists, and marketing strategies;
4. Trade secrets, inventions, processes, and know-how;
5. Any information marked or identified as "confidential" at the time of disclosure.

3. Obligations of the Receiving Party

The Receiving Party agrees to:

1. Hold all Confidential Information in strict confidence;
2. Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party;
3. Use Confidential Information solely for the purpose of evaluating and/or engaging in the proposed business or research relationship;
4. Take reasonable measures to protect the secrecy of and avoid unauthorized disclosure or use of Confidential Information;
5. Limit access to Confidential Information to employees, agents, or representatives who have a need to know and who are bound by obligations of confidentiality at least as protective as those herein.

4. Exclusions

Confidential Information does not include information that:

1. Is or becomes publicly available through no fault of the Receiving Party;
2. Was already in the Receiving Party's possession before disclosure;
3. Is independently developed by the Receiving Party without use of the Confidential Information;
4. Is lawfully obtained from a third party without restriction on disclosure.

5. Term

This Agreement shall remain in effect for a period of three (3) years from the date of execution. The obligations of confidentiality shall survive the termination of this Agreement for an additional period of two (2) years.

6. Return of Materials

Upon termination of this Agreement or upon request by the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information and any copies thereof.

7. No License or Warranty

Nothing in this Agreement grants the Receiving Party any license, right, or interest in the Confidential Information, intellectual property, or trade secrets of the Disclosing Party. All Confidential Information is provided "as is" without warranty of any kind.

8. Remedies

The Parties acknowledge that any breach of this Agreement may cause irreparable harm for which monetary damages would be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive or equitable relief in addition to any other remedies available at law.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, United States, without regard to its conflict of law provisions.

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