Non-Disclosure Agreement

Non-Disclosure Agreement

This Non-Disclosure Agreement ("Agreement") is entered into as of the date of electronic signature below (the "Effective Date") between Spicy Corp ("Spicy Corp" or the "Disclosing Party") and the individual or entity identified in the electronic signature below ("you" or the "Receiving Party").

Background. Spicy Corp wishes to share certain confidential and proprietary information so that you may evaluate Spicy Corp's products, services, and materials and any potential business relationship between the parties (the "Purpose"). By signing this Agreement electronically, you agree as follows:

1. Definitions

"Confidential Information" means all non-public information disclosed by Spicy Corp or its Representatives, in any form (written, oral, electronic, or visual), including product designs, technical and security specifications, source code, roadmaps, pricing, business plans, customer information, and any materials marked or reasonably understood to be confidential, as well as the existence and content of the parties' discussions.

"Representatives" means a party's directors, officers, employees, agents, contractors, advisors, and consultants.

2. Use and Non-Disclosure

You shall: (a) use the Confidential Information solely for the Purpose; (b) not disclose it to any third party except to your Representatives who need it for the Purpose and are bound by confidentiality obligations no less protective than those in this Agreement; and (c) protect it using at least the same degree of care you use for your own confidential information, and never less than a reasonable degree of care. You are responsible for any breach of this Agreement by your Representatives.

3. Exclusions

These obligations do not apply to information that: (a) is or becomes public without breach of this Agreement; (b) was rightfully known to you without a confidentiality obligation before disclosure; (c) is independently developed by you without use of the Confidential Information; or (d) must be disclosed by law or valid legal process, provided you give Spicy Corp prompt notice where permitted and disclose only what is required.

4. No License, No Warranty, No Obligation

All Confidential Information remains the property of Spicy Corp. Nothing in this Agreement grants you any license or rights in it except the limited right to use it for the Purpose. The Confidential Information is provided "as is," without warranty of any kind. Nothing in this Agreement obligates either party to proceed with any transaction or relationship.

5. Return or Destruction

Upon Spicy Corp's written request, you will promptly return or destroy all Confidential Information in your possession or control, including copies, and confirm destruction in writing. Any retained archival copies remain subject to this Agreement.

6. Term

This Agreement is effective as of the Effective Date. Your confidentiality obligations survive for three (3) years from the date of disclosure, except that obligations for information constituting a trade secret continue for as long as it remains a trade secret under applicable law.

7. Remedies

You acknowledge that a breach of this Agreement may cause Spicy Corp irreparable harm for which monetary damages would be inadequate, and that Spicy Corp may seek injunctive relief in addition to any other remedy available at law or in equity, without the necessity of posting a bond.

8. General

This Agreement is governed by the laws of the State of [GOVERNING STATE], without regard to its conflict-of-laws rules, and the parties consent to the exclusive jurisdiction of the courts located there. If any provision is held invalid or unenforceable, the remaining provisions remain in effect. This Agreement may be executed electronically, and an electronic signature is deemed an original. This Agreement constitutes the entire agreement between the parties on its subject matter and supersedes all prior discussions; any amendment must be in writing.

Electronic Signature

By completing and confirming the signature fields, you represent that: (a) you have read and agree to this Agreement; (b) the information you provided is accurate; and (c) you are authorized to enter into this Agreement, and if signing on behalf of an entity, to bind that entity. Your typed name, email address, IP address, and the date and time of signature and confirmation constitute your electronic signature and are recorded as evidence of your agreement.