Effective date: April 13, 2026
This Mutual Non-Disclosure Agreement (“Agreement”) is entered into between Mataki Labs LLC, a Wyoming limited liability company, doing business as AuditStore (“AuditStore”), and [Company Name] (“Counterparty”), each a “Party” and collectively the “Parties.”
1. Purpose
The Parties wish to explore a potential business relationship (the “Purpose”) and, in connection therewith, may disclose Confidential Information to each other.
2. Confidential Information
“Confidential Information” means any non-public information disclosed by either Party to the other, whether orally, in writing, or by other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation: technical specifications, product roadmaps, business plans, pricing, customer data, security architecture, and audit trail data.
Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was known to the receiving Party prior to disclosure, as demonstrated by written records; (c) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.
3. Obligations
Each Party agrees to:
- Hold the other Party’s Confidential Information in strict confidence
- Not disclose Confidential Information to any third party except to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as this Agreement
- Use Confidential Information solely for the Purpose
- Protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care
4. Compelled Disclosure
If a Party is compelled by law, regulation, or court order to disclose Confidential Information, it will: (a) provide prompt written notice to the disclosing Party (to the extent legally permitted); (b) cooperate with the disclosing Party’s efforts to obtain protective treatment; and (c) disclose only the minimum amount required.
5. Return or Destruction
Upon written request or termination of this Agreement, each Party will promptly return or destroy all Confidential Information received from the other Party and certify such return or destruction in writing. Notwithstanding the foregoing, each Party may retain copies of Confidential Information in automated backup systems or as required by law, subject to the ongoing confidentiality obligations of this Agreement.
6. No Obligation
Nothing in this Agreement obligates either Party to enter into any further agreement or business relationship. Neither Party acquires any intellectual property rights in the other Party’s Confidential Information.
7. Term
This Agreement is effective from the date of the last signature below and continues for two (2) years. The obligations of confidentiality survive termination for a period of three (3) years.
8. General
This Agreement is governed by the laws of the State of Wyoming. This Agreement constitutes the entire understanding between the Parties with respect to its subject matter and supersedes all prior negotiations and agreements. This Agreement may not be amended except in writing signed by both Parties.
Signatures
Mataki Labs LLC (“AuditStore”)
Name: ___________________________
Title: ___________________________
Date: ___________________________
[Company Name]
Name: ___________________________
Title: ___________________________
Date: ___________________________