Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (the “Agreement”) is entered into as of [Date] (the “Effective Date”), by and between:

Structure, Clarity, Confidence, a consulting firm organized and existing under the laws of Poland, with its principal place of business at [Address], Warsaw, Poland (hereinafter referred to as “SCC” or the “Service Provider”),

and

[Client Name], a [entity type, e.g., corporation/limited liability company] organized and existing under the laws of [State], with its principal place of business at [Client Address] (hereinafter referred to as the “Client” or the “Receiving Party”),

(collectively referred to as the “Parties” and individually as a “Party”).

1. Purpose

The Parties desire to engage in discussions and negotiations regarding potential consulting services (the “Purpose”). In connection with such discussions and negotiations, each Party may disclose to the other Party certain Confidential Information (as defined below).

2. Definition of Confidential Information

“Confidential Information” means any information or material that is proprietary to the disclosing Party and is disclosed by the disclosing Party to the receiving Party in connection with the Purpose, including but not limited to:

• Business plans, strategies, and financial information
• Technical data, processes, and methodologies
• Customer lists, client information, and market data
• Intellectual property, inventions, and trade secrets
• Software code, algorithms, and technical specifications
• Employee and contractor information
• Any other information marked as “Confidential” or “Proprietary”

Confidential Information does not include information that:

• Is or becomes publicly known through no fault of the receiving Party
• Is already known to the receiving Party at the time of disclosure
• Is independently developed by the receiving Party without reference to the Confidential Information
• Is lawfully obtained from a third party without breach of any confidentiality obligation
• Is required to be disclosed by law, regulation, or court order

3. Obligations of Confidentiality

Each Party agrees to:

• Hold and maintain the Confidential Information in strict confidence
• Not disclose, reproduce, or disseminate the Confidential Information to any third party
• Use the Confidential Information solely for the Purpose
• Limit access to the Confidential Information to its employees, agents, and contractors who have a need to know and are bound by confidentiality obligations
• Take reasonable measures to protect the Confidential Information from unauthorized access, use, or disclosure
• Notify the disclosing Party immediately upon discovery of any unauthorized use or disclosure

4. Term

This Agreement shall remain in effect for a period of [3] years from the Effective Date, unless terminated earlier by mutual written agreement or extended by written amendment.

The obligations of confidentiality shall survive the termination of this Agreement for a period of [5] years following the disclosure of any Confidential Information.

5. Return or Destruction of Confidential Information

Upon termination of this Agreement or at the request of the disclosing Party, the receiving Party shall promptly return or destroy all Confidential Information, including all copies, extracts, and derivatives thereof, and certify in writing to the disclosing Party that such return or destruction has been completed.

6. No Warranty

The Parties acknowledge that the Confidential Information is provided “as is” without any warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

7. Remedies

Each Party acknowledges that any breach of this Agreement may cause irreparable harm to the other Party for which monetary damages may be inadequate. Therefore, in addition to any other remedies available at law or in equity, the non-breaching Party shall be entitled to seek injunctive relief to prevent or stop any breach of this Agreement.

8. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of [State], United States, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or related to this Agreement shall be brought exclusively in the federal or state courts located in [County], [State], and the Parties hereby consent to the jurisdiction and venue of such courts.

9. Entire Agreement

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

10. Amendments

This Agreement may be amended only by a written instrument signed by both Parties.

11. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

12. Waiver

The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or of the right to enforce such provision.

13. Counterparts

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

14. Data Protection

The Parties agree to comply with applicable data protection laws, including the EU General Data Protection Regulation (GDPR) and any applicable US data protection laws, in handling any personal data that may be included in the Confidential Information.

15. Independent Contractors

Nothing in this Agreement shall be construed as creating a partnership, joint venture, or agency relationship between the Parties. Each Party is an independent contractor and neither Party has the authority to bind the other Party.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

Structure, Clarity, Confidence

By: ___________ Name: [Authorized Signatory Name] Title: [Title] Date: _____________

[Client Name]

By: ___________ Name: [Authorized Signatory Name] Title: [Title] Date: _____________

This is a template Non-Disclosure Agreement. It is recommended that both parties have this agreement reviewed by their respective legal counsel before signing. This template is provided for informational purposes only and does not constitute legal advice.

For US-based clients: This agreement includes provisions compliant with general US legal standards. However, specific state laws may apply, and professional legal review is strongly recommended.

For EU-based service provider: This agreement includes GDPR compliance considerations for cross-border data transfers.