Confidentiality MoU

This Confidentiality Memorandum of Understanding ("MOU") is entered into as of January 8, 2056 by and between [YOUR COMPANY NAME], located at [YOUR COMPANY ADDRESS], and OmniTrick, a company organized and existing under the laws of the State of Arizona, with its principal place of business at Scottsdale, AZ 85250 (collectively, the "Parties").

The Parties wish to disclose certain Confidential Information (as defined below) to each other for the purpose of evaluating a potential strategic partnership.

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I. Definitions

1.1 Confidential Information

Confidential Information means any non-public, proprietary, or sensitive information, whether disclosed orally, in writing, electronically, or by other means, that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

1.2 Exclusions

Confidential Information does not include information that:

• Was in the public domain at the time of disclosure;

• Becomes part of the public domain through no fault of the receiving Party;

• Was known to the receiving Party prior to disclosure, as evidenced by written records; or

• Is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information.

II. Obligations of the Parties

1. The receiving Party agrees to:

   • Use the Confidential Information solely for the purpose described in this MOU;

   • Protect the Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care;

   • Not disclose the Confidential Information to any third party without the prior written consent of the disclosing Party, except as required by law.

2. The receiving Party may disclose Confidential Information to its employees, agents, or representatives who have a need to know for the purpose stated above, provided they are bound by obligations of confidentiality no less stringent than those in this MOU.

III. Term and Termination

1. This MOU shall become effective as of the date first written above and shall remain in effect until:

   • January 8, 2057; or

   • Terminated by either Party upon 30 days' prior written notice.

2. The obligations of confidentiality shall survive termination of this MOU for a period of five (5) years.

IV. Miscellaneous

4.1 No License or Ownership

This MOU does not grant any license or ownership rights to the receiving Party in the disclosing Party's Confidential Information.

4.2 Governing Law

This MOU shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of laws principles.

4.3 Entire Agreement

This MOU constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, or representations, whether oral or written.

4.4 Amendments

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

4.5 Severability

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

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IN WITNESS WHEREOF, the Parties have executed this Confidentiality Memorandum of Understanding as of the date first written above.

Signed:

[YOUR NAME]
Title: Chief Executive Officer
[YOUR COMPANY NAME]

Salvador Green
Title: Director of Operations
OmniTrick

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