A mutual Non-Disclosure Agreement between Acme Labs Inc. and Beacon Ventures LLC, dated March 14, 2025. Each party agrees to protect confidential information shared during exploratory business discussions, with obligations surviving for three (3) years from the date of disclosure. The agreement is governed by the laws of the State of Delaware.

• Both parties are defined as mutual recipients and disclosers of confidential information.
• Confidential information is broadly defined to include technical data, business plans, and customer lists.
• Standard exceptions apply: information already public, independently developed, or rightfully received from a third party.
• The receiving party must use reasonable care to protect the information and limit access to employees with a need to know.
• Term: obligations survive three (3) years from the date of disclosure.
• Governing law: Delaware; venue: Wilmington.

• No specific remedies clause — the agreement is silent on injunctive relief, which can make enforcement of confidentiality harder.
• The definition of confidential information is broad and does not carve out residual knowledge, exposing either party to disputes over independently developed ideas.
• The three-year survival period is longer than the typical two-year market norm; consider shortening.
• No return-or-destroy timeline is specified at termination.

• Add an explicit injunctive-relief clause acknowledging that monetary damages alone may be inadequate.
• Include a residual-knowledge carve-out to protect each party's right to use general skills and knowledge.
• Shorten the survival period to two (2) years to align with market norms.
• Add a return-or-destroy obligation within thirty (30) days of termination.
• Confirm the Delaware venue is acceptable to both parties.