Mutual Non-Disclosure Agreement (NDA)

Mutual Non-Disclosure Agreement (NDA)

This Mutual Non-Disclosure Agreement (“Agreement”) is entered into as of the date of electronic acceptance via the form on smissltd.com (the “Effective Date”) by and between SMISS Ltd (“Company”) and the individual or entity submitting their information through the website (the “Counterparty,” and together, the “Parties”). In connection with the exploration of a potential business relationship between the Parties, and specifically for the evaluation and development of a preliminary project specification and estimation (the “Purpose”), the Parties may disclose and receive confidential and proprietary information. Accordingly, the Parties agree as follows:

1. Definition of Confidential Information

1.1 Confidential Information includes, but is not limited to, non-public business strategies, project ideas, technical data, trade secrets, financial information, concepts, prototypes, documentation, and other proprietary materials disclosed in any form (written, oral, electronic, or otherwise) that are either marked confidential or would reasonably be considered confidential by their nature.

1.2 Exclusions from Confidential Information: Confidential Information does not include information that:

• (a) Becomes publicly available without breach of this Agreement by the Receiving Party;
• (b) Is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information;
• (c) Is received lawfully from a third party without restriction; or
• (d) Is required to be disclosed by law or regulation, provided that the Receiving Party promptly notifies the Disclosing Party in writing and assists in seeking a protective order or other appropriate remedy.

2. Obligations of Confidentiality

2.1 The Receiving Party agrees to:

• (a) Use the Confidential Information solely for the Purpose;
• (b) Maintain the Confidential Information in strict confidence and exercise at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care;
• (c) Restrict access to the Confidential Information to its employees, contractors, or advisors who have a legitimate need to know for the Purpose and are bound by confidentiality obligations no less stringent than those contained in this Agreement; and
• (d) Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party.

3. Ownership and Return of Confidential Information

3.1 All Confidential Information remains the sole property of the Disclosing Party, and no rights, licenses, or ownership interests are transferred or granted under this Agreement.

3.2 Upon written request by the Disclosing Party, the Receiving Party shall promptly return or destroy all copies, summaries, or derivatives of the Confidential Information and certify such return or destruction in writing.

4. Term and Survival of Obligations

4.1 This Agreement commences on the Effective Date and remains in effect for three (3) years, unless terminated earlier by mutual written agreement.

4.2 The obligations of confidentiality and non-disclosure shall survive the expiration or termination of this Agreement for a period of five (5) years with respect to Confidential Information disclosed during the term.

5. No Obligation to Proceed

5.1 This Agreement imposes no obligation on either Party to enter into any further agreement, transaction, or business relationship.

5.2 Any evaluations, estimates, or preliminary specifications provided under this Agreement are for discussion purposes only and do not constitute a binding offer or commitment.

6. Governing Law and Dispute Resolution

6.1 This Agreement shall be governed by and construed in accordance with the laws of [Insert Jurisdiction], without regard to its conflict of law principles.

6.2 Any dispute arising under this Agreement shall be resolved amicably between the Parties. Failing such resolution, disputes shall be submitted to the exclusive jurisdiction of the courts in [Insert Jurisdiction].

7. Miscellaneous

7.1 No Waiver: The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision.

7.2 Entire Agreement: This Agreement constitutes the entire understanding between the Parties concerning its subject matter and supersedes all prior or contemporaneous agreements, understandings, and representations.

7.3 Electronic Execution: By checking the designated box and submitting the form on smissltd.com, each Party affirms its understanding and acceptance of this Agreement. This electronic execution shall have the same force and effect as a handwritten signature.

Acceptance of Terms

By submitting the form on smissltd.com, the Counterparty acknowledges that they have read, understood, and agreed to the terms and conditions of this Agreement.