Asset Reference: #9 | Effective Date: February 04, 2026
This Non-Circumvention Non-Disclosure Agreement (the “Agreement”) is entered into and made effective as of 02/04/2026 (Effective Date) by and between the undersigned parties. Parties are entering into this Agreement on its own behalf and on behalf of its partners, shareholders, members, managers, directors, principals, employees, successors and assigns as may be applicable. Parties may each be referred to as a “Party,” and may be referred to collectively as the “Parties.” Each Party may also be a disclosure and/or a recipient of Confidential Information (as defined below) and, consequently, each Party may also be referred to as a “Disclosure” or as a “Recipient.” Therefore, in consideration of the mutual promises and covenants contained in this Agreement, and other good and valuable consideration the parties hereto agree as follows:
WITNESETH:
WHEREAS, the Parties hereto desires to participate in discussions regarding the purchase of certain commercial products. As part of these discussions the Parties desire to share proprietary information to facilitate such a transaction.
NOW THEREFORE, for and in consideration of the foregoing recitals and the mutual covenants, terms, conditions and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto stipulate and agree as follows:
The Parties are mutually desirous of holding discussions and meetings with each other in order to explore the possibility of their entering into one or more business transactions with each other (the “Purpose”). In connection with the Purpose, each Party may disclose to the other Party certain confidential technical and business information that the Disclosure desires to treat as confidential.
In connection with such discussions and meetings and the Purpose, each Party may disclose to the other Parties certain information with respect to such Party’s business, including, without limitation, business plans, financial information, projections, operation estimates, trade secrets, design secrets, know-how, research, development, product development or plans, technical, marketing information, production plans, prices, or any other information disclosed by a disclosing Party or obtained from any representative of such disclosing Party, including, without limitation, the names of, and contact information for, any entity, entities, individual or groups of individuals, customer lists, buyers or sellers, or any other third party who or which may be potential business partners to the receiving Party who or which may be introduced, located or identified by such disclosing Party or by the associates of such disclosing Party, whether or not such information or material is marked as confidential, and whether or not such information or material was provided before or after this Agreement is signed by the Parties and all other non-public information that would reasonably recognized as confidential information of the Disclosure (collectively, the “Confidential Information”). The foregoing shall not apply to, and the definition of Confidential Information shall not include, information which is known by the receiving Party prior to its disclosure by the disclosing Party (as may be established by prior dated documents).
In the event the Recipient is required by law or a valid and effective subpoena or order issued by either a court of competent jurisdiction or a governmental body to disclose any of the Disclosure's Confidential Information, the Recipient shall promptly notify the Disclosure in writing of the existence, terms, and circumstances surrounding such required disclosure so that the Disclosure may seek a protective order or other appropriate relief from the proper authority. The Recipient shall cooperate with the Disclosure in seeking such order or other relief. If the Recipient is nonetheless required to disclose the Disclosure Confidential Information, it will furnish only that portion of the Confidential Information that is legally required and will exercise all reasonable efforts to obtain reliable assurances that such Confidential Information will be treated confidentially to the extent possible.
From time to time, the Disclosure may disclose Confidential Information to the Recipient. The Recipient may only use the Disclosure 's Confidential Information in connection with the Purpose for the mutual benefit of both parties. The Recipient will: (i) limit disclosure of any Confidential Information to its directors, officers, employees, agents or representatives (collectively “Representatives”) who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which this Agreement relates, and only for that purpose; (ii) advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth in this Agreement and require such Representatives to keep the Confidential Information confidential; (iii) shall keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information; and (iv) not disclose any Confidential Information received by it to any third parties (except as otherwise provided for herein). Except as expressly provided in this Agreement, Recipient shall, during the term of this Agreement and thereafter as provided herein, take all reasonable measures to prevent the disclosure of Confidential Information. Each Party shall be responsible for any breach of this Agreement by any of their respective Representatives.
Recipient agrees that they shall not contact any prospects or entities that are associated with a prospect introduced by Discloser without the expressed written consent of Discloser. Further, Recipient agrees that in pursuing business relationships, information will be disclosed by Discloser about prospects or about a potential prospect, including individuals, corporations, limited liability companies and non-profit organizations, and any other prospects introduced by Discloser shall be considered Confidential Information. Recipient agrees not to enter into any competitive transaction or any similar business in nature with any prospect or with any potential prospect introduced by Discloser without the prior written consent and inclusion of Discloser. Recipient agrees that even an attempt to contact a prospect or a potential prospect introduced by Discloser may cause damages to Discloser that are not quantifiable, and Recipient agrees that Discloser shall have the benefit of equity and injunctive relief if such action is taken on the part of the Recipient. Recipient agrees that Recipient shall not contact any person or entity that becomes known to Recipient, by virtue of Confidential Information disclosed by Discloser, for any purpose without the written consent of the Discloser.
Recipient agrees that its breach of this Agreement cannot be adequately compensated by money damages, and agrees that Discloser shall, in addition to any other right or remedy available to it under law or equity, be entitled to temporary and permanent injunctive relief restraining Recipient, its employees, directors and/or affiliates from any actual or threatened breach of this Agreement. No bond or other security shall be required of Discloser in obtaining such injunctive relief. The Parties further agree that should a violation of this Agreement occur that relates to confidentiality or circumvention, the monetary damages resulting from the violation shall be actual damages plus punitive awards as determined by a court with jurisdiction over the matter, an arbitrator or other adjudicative authority. If any Party files any action arising from this Agreement and/ or brings any proceeding against another Party, or is made a party to any action or proceeding arising from this Agreement, the prevailing Party shall be entitled to recover their legal cost, and not as damages, reasonable attorney's fees to be fixed by a court with jurisdiction over the matter, an arbitrator or other adjudicative authority. The prevailing Party shall be the Party which it is determined is entitled to recover their costs with respect to any suit or arbitration, whether or not they are determined to be able to recover damages.
The furnishing of Confidential Information hereunder shall not obligate either Party to enter into any further agreement or negotiation with the other or to refrain from entering into an Party or negotiation with any other party.
All Confidential Information delivered by a Discloser to a Recipient pursuant to this Agreement shall be and remain the property of the Discloser. All Confidential Information, and any copies thereof, shall be promptly returned to Discloser upon termination of this Agreement or upon the written request of the Discloser.
This Agreement shall continue for so long as the Parties are continuing to explore the possibility of their entering into and or already in one or more business transactions with each other. It may be terminated by either Party by written notice. Notwithstanding the forgoing, the provisions of Sections 3 through 18, inclusive of this Agreement shall survive the termination or expiration of this Agreement.
This Agreement shall be governed by, and be interpreted in accordance with, the laws of the State of California without reference to conflict of laws principles. Any suit to enforce this Agreement shall be brought exclusively in Sheridan County, Wyoming and the Parties hereby submit to the personal jurisdiction of such courts and waive any venue objection.
This Agreement shall be binding upon the Parties, their successors and assigns, and no Party may assign its rights and or obligation under this Agreement without the other Party’s prior written consent. Parties signing as officers of entities also agree that by their signatures, they shall also bind themselves personally to the terms set forth in this Agreement.
Although the restrictions contained in this Agreement are considered by the Parties to be reasonable for the purpose of protecting the Confidential Information, if any such restriction is found by a court of competent jurisdiction to be unenforceable, such provision will be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable. If it cannot be so modified, rewritten or interpreted to be enforceable in any respect, it will not be given effect, and the remainder of the Agreement will continue to be in full force and effect enforced as if such provision was not included.
This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject manner of this Agreement and voids, terminates, and supersedes all prior discussions, negotiations, and/or agreements, whether oral or written, including all portions of previous contracts that survive the termination of those contracts.
Any failure by either Party to enforce the other Party’s strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.
Any amendment or modification of this Agreement shall be in writing and executed by duly authorized representatives of the Parties.
No Provision of this Agreement shall be interpreted against any Party because such Party or its legal counsel representative drafted such provision.
The clause headings appearing in this Agreement have been inserted for the purpose of convenience and ready reference. They do not purport to, and shall not be deemed to define, limit, or extend the scope or intent of the clauses to which they appertain.
The Parties agree that the terms of this Agreement shall remain confidential.
All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified; (ii) when sent by e-mail if sent during normal business hours of the recipient, if not, then on the next business day, provided that electronic confirmation of the e- mail is received (and can be produced) by the sender; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) day after deposit with an internationally recognized overnight courier, specifying next day delivery, with written verification of receipt, if the next day is a business day, if not on the next business day.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same agreement.