Woxi Mutual Non-Disclosure Agreement (NDA)

Version 1.3

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MUTUAL NON-DISCLOSURE AGREEMENT (NDA)


THIS AGREEMENT is entered into as of the Effective Date set forth on the signature page, between Woxi Inc., a Delaware corporation, whose main office located is at 3740 Montgomery Road, Cincinnati, Ohio, USA 45220 ("Woxi"); and ,
incorporated in
and located at (“Second Party”).

RECITALS


The parties contemplate holding various discussions exploring future potential business relationships (“Transactions”); and one party ("Disclosing Party") may disclose to the other party (“Receiving Party”) certain confidential or proprietary information in connection with these discussions. With respect to the information exchanged between the parties, the parties agree as follows:

1. Definition of Confidential Information. For purposes of this Agreement, “Confidential Information” means information, including, but not be limited to, existing or potential clients, products, computer programs, code, algorithms, names and expertise of employees and consultants, know-how, formulas, processes, ideas, trade secrets, inventions (whether patentable or not), schematics and other technical, business, financial market and product development plans, pricing, forecasts, strategies and other information originated by the Disclosing Party and furnished to a Receiving Party, whether orally, in writing or any other medium, which information the Disclosing Party desires to protect against unrestricted disclosure or competitive use which is marked as, indicated as, or could be reasonably construed to be confidential or proprietary. "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged.

2. Obligation to Maintain Confidentiality and Limitation on Use. The Receiving Party will: (a) hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party; (b) restrict disclosure of the Confidential Information solely to those Representatives with a need to know who agree to be bound by confidentiality obligations at least as stringent as those contained in this Agreement and not disclose the Disclosing Party’s Confidential Information to any other person; (c) advise those Representatives of their obligations with respect to the Confidential Information; (d) use the Confidential Information only in connection with continuing discussions by the parties concerning the Transactions and reproduce such Confidential Information only to the extent necessary for such purpose; (e) not use or access all or any part of the Confidential Information to gain competitive advantage and/or build a product or service which competes in any way with the product or service of the Disclosing Party; and (f) shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.

The term “Representatives” means the Affiliates of either party and the respective directors, officers, employees, attorneys, consultants and other agents and advisors of either party or of the Affiliates of either party. An “Affiliate” means any entity that directly or indirectly controls, is controlled by or is under common control with a party, whether such control arises through the ownership of voting stock, by contract, or otherwise. Each party will be responsible for any breach of this Agreement by its respective Representatives and will take all reasonably necessary measures to restrain its Representatives from unauthorized disclosure or use of the Confidential Information.

Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval.

3. Exclusions from Confidential Information. Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval.

4. Mandatory Disclosure Exemption. In the event the Receiving Party or its Representatives become legally compelled to disclose any Confidential Information of the Disclosing Party, the Receiving Party will, to the extent legally permitted, provide the Disclosing Party with prompt written notice. The Receiving Party will furnish only that portion of the Confidential Information as is legally required to be furnished and will exercise reasonable efforts, at the Disclosing Party’s expense, to obtain assurance that confidential treatment will be accorded to such Confidential Information.

5. No Rights Granted/Return of Confidential Information. All Confidential Information and all tangible forms of such information received under this Agreement by the Receiving Party will remain the property of Disclosing Party. Nothing contained in this Agreement will be construed as (a) requiring Disclosing Party to disclose, or Receiving Party to accept, any particular information, or (b) granting to the Receiving Party a license, either express or implied, under any patent, copyright, trade secret, or other intellectual property rights of the Disclosing Party. Neither this Agreement, nor the disclosure of Confidential Information under this Agreement, nor the ongoing discussions and correspondence by the parties concerning the Transactions or any other matter, will constitute or imply any promise or intention to make any purchase or use of products, facilities or services by either party or any commitment by either party with respect to any other present or future transaction. Each party agrees that it will not modify or create other works with the other party’s Confidential Information, or reverse engineer or decompile or disassemble any model, framework, system, application or software program contained therein. Within fifteen (15) days of the written request of the Disclosing Party, the Receiving Party will return to the Disclosing Party or destroy the Disclosing Party’s Confidential Information, provided that the Receiving Party will be permitted to retain one copy of the Confidential Information for legal, regulatory or archival purposes and copies of electronically exchanged Confidential Information made as a matter of routine information technology backup, provided that such Confidential Information will remain subject to the confidentiality obligations under this Agreement.

6. No Warranty. All Confidential Information is provided “As Is”, without warranty of any kind. In particular, the parties do not warrant, assure or guarantee that the information disclosed constitutes a non-infringement of third party trade marks, patents, copyrights, mask works or any other intellectual property right in the information disclosed. Receiving Party agrees that Disclosing Party will not have liability or responsibility for any errors or omissions in, or any business decisions made by Receiving Party in reliance on, any Confidential Information disclosed by Disclosing Party under this Agreement.

7. Remedies. Each party agrees that the Disclosing Party may be irreparably injured by a breach of this Agreement by the Receiving Party or its Representatives and that the Disclosing Party will be entitled to seek equitable relief without the posting of a bond, including injunctive relief and specific performance, in the event of any breach of the provisions of this Agreement. Such remedies will not be deemed to be the exclusive remedies for a breach of this Agreement but will be in addition to all other remedies available at law or in equity.

8. Term. The term of this Agreement will commence on the Effective Date and will continue indefinitely, unless or until either party notifies the other party of its intent to terminate the Agreement by providing no less than thirty (30) days written notice prior to the intended date of termination (the “Term”). A party’s obligations to protect the Confidential Information which it has received during the Term will survive for a period of three (3) years after the date of disclosure of such Confidential Information; provided, however, that a party’s obligation to protect any Confidential Information which is a trade secret of the Disclosing Party under applicable law will continue so long as such Confidential Information remains a trade secret under applicable law.

9. Governing Law & Jurisdiction. he validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the United States, where applicable, and otherwise by the laws of the State of Ohio, without regard to its principles of conflicts of laws. Any dispute arising out of this Employment Agreement shall be heard in a court of competent jurisdiction over cases and controversies arising in Cincinnati, Ohio.

10. Entire Agreement. This Agreement constitutes the entire understanding between the parties with respect to Confidential Information provided in connection with the Transactions and supersedes all prior agreements between the parties with respect to Confidential Information provided in connection with discussions relating to the Transactions. No amendment or modification of this Agreement will be valid or binding on the parties unless made in writing and executed on behalf of each party by its duly authorized representative. If any provision of this Agreement is found to be unenforceable, the remainder will be enforced as fully as possible and the unenforceable provision will be deemed to be modified to the limited extent required to permit its enforcement in a manner most closely approximating the intention of the parties as expressed in this Agreement.

11. Assignment. Neither this Agreement nor any of the rights and obligations created in this Agreement may be assigned, in whole or in part, by either party, without the prior written consent of the other party, except that a party may assign or otherwise transfer this Agreement without prior written consent of the other party (a) to an Affiliate or (b) to any entity which by merger, share exchange, combination or consolidation of any type, operation of law, asset purchase or otherwise, acquires substantially all of the business of such party, so long as such entity is not competitor of the other party and prior to the effective date of any such assignment or transfer such successor, the transferee or assignee, expressly agrees to assume and fully perform all of the assigning party’s obligations under this Agreement. Any assignment contrary to the foregoing is void. This Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

12. Non-Solicitation. During the term of this Agreement and for a period of one (1) year after termination of this Agreement, neither party will solicit any employee of the other party for employment purposes, provided, however, that the foregoing prohibition will not apply to solicitations aimed at the general public.

Each party has caused this Agreement to be executed on its behalf as of the 25th day of February, 2024 (“Effective Date”).


This Agreement and each party's obligations shall be binding on the representatives, assigns and successors of such party. Each party has signed this Agreement through its authorized representative.

WOXI
Christopher Adrien
CEO & Founder
Woxi Inc.
Cincinnati, Ohio
SECOND PARTY

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