Non-Disclosure Service Agreement

1. Purpose

This Non-Disclosure Service Agreement ("Agreement") is entered into by and between the parties identified herein for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below.

2. Definitions

2.1. Confidential Information

"Confidential Information" shall mean any technical, commercial, and strategic information, including but not limited to trade secrets, business plans, financial statements, customer lists, or other proprietary information disclosed by either party under this Agreement, either directly or indirectly, in writing, orally, or by inspection of tangible objects.

2.2. Disclosing Party

"Disclosing Party" refers to the party disclosing Confidential Information under this Agreement.

2.3. Receiving Party

"Receiving Party" refers to the party receiving Confidential Information under this Agreement.

3. Obligations of the Receiving Party

The Receiving Party agrees to use the Confidential Information solely for the purpose defined in this Agreement and to maintain the Confidential Information in strict confidence. The Receiving Party shall not disclose any Confidential Information to third parties without the prior written consent of the Disclosing Party.

4. Exceptions

The obligations and restrictions herein shall not apply to any portion of the Confidential Information that:

• Is or becomes generally available to the public through no breach of this Agreement by the Receiving Party;

• Was already in the possession of the Receiving Party without restrictions as to disclosure;

• Is received from a third party lawfully entitled to disclose it;

• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or

• Is required to be disclosed by law or regulation, in which case the Receiving Party will promptly notify the Disclosing Party and cooperate in seeking an appropriate protective order.

5. Term

This Agreement shall commence on the Effective Date and shall continue for a period of [number] years unless terminated by either party with 15 days' written notice.

6. Miscellaneous

6.1. Governing Law

This Agreement shall be governed by the laws of the State of [State], without regard to its conflict of laws principles.

6.2. Amendments

This Agreement may not be amended except in writing signed by both parties.

6.3. Assignment

Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party.

6.4. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

Signatures

IN WITNESS WHEREOF, the parties hereto have caused this Non-Disclosure Service Agreement to be executed as of the effective date.

GraceSpace

Harold Block

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