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| 1 | +# Non-Disclosure Agreement |
| 2 | + |
| 3 | +**Effective Date:** January 15, 2026 |
| 4 | + |
| 5 | +This Non-Disclosure Agreement ("Agreement") is entered into by and between the following parties: |
| 6 | + |
| 7 | +| Party | Name | Role | |
| 8 | +|---|---|---| |
| 9 | +| Disclosing Party | Meridian Dynamics Inc. | Provider of Confidential Information | |
| 10 | +| Receiving Party | Orion Consulting Group LLC | Recipient of Confidential Information | |
| 11 | + |
| 12 | +collectively referred to as the "Parties." |
| 13 | + |
| 14 | +## 1. Purpose |
| 15 | + |
| 16 | +The Disclosing Party intends to share certain proprietary and confidential information with the Receiving Party for the sole purpose of: |
| 17 | + |
| 18 | +1. Evaluating a potential business partnership between the Parties |
| 19 | +2. Conducting technical due diligence on the Disclosing Party's platform |
| 20 | +3. Preparing a joint proposal for the Albright Municipal Infrastructure Project |
| 21 | + |
| 22 | +## 2. Definition of confidential information |
| 23 | + |
| 24 | +"Confidential Information" means any non-public information disclosed by the Disclosing Party, whether in writing, orally, or by inspection, including but not limited to: |
| 25 | + |
| 26 | +- Trade secrets, inventions, and patent applications |
| 27 | +- Software source code, algorithms, and system architecture |
| 28 | +- Financial records, projections, and pricing models |
| 29 | +- Customer lists, vendor agreements, and sales data |
| 30 | +- Marketing strategies and product roadmaps |
| 31 | +- Employee records and compensation structures |
| 32 | + |
| 33 | +### 2.1 Exclusions |
| 34 | + |
| 35 | +Confidential Information does not include information that: |
| 36 | + |
| 37 | +- Was publicly available at the time of disclosure |
| 38 | +- Becomes publicly available through no fault of the Receiving Party |
| 39 | +- Was already known to the Receiving Party prior to disclosure, as documented in writing |
| 40 | +- Is independently developed by the Receiving Party without use of the Confidential Information |
| 41 | +- Is disclosed with the prior written consent of the Disclosing Party |
| 42 | + |
| 43 | +## 3. Obligations of the receiving party |
| 44 | + |
| 45 | +The Receiving Party agrees to: |
| 46 | + |
| 47 | +1. Hold all Confidential Information in strict confidence |
| 48 | +2. Not disclose any Confidential Information to third parties without prior written consent |
| 49 | +3. Limit internal access to personnel who: |
| 50 | + - Have a legitimate need to know |
| 51 | + - Are bound by confidentiality obligations no less restrictive than this Agreement |
| 52 | +4. Use the Confidential Information solely for the purposes outlined in Section 1 |
| 53 | +5. Notify the Disclosing Party immediately upon discovery of any unauthorized disclosure |
| 54 | + |
| 55 | +### 3.1 Permitted disclosures |
| 56 | + |
| 57 | +The Receiving Party may disclose Confidential Information if required by: |
| 58 | + |
| 59 | +- A valid court order or subpoena |
| 60 | +- Applicable federal, state, or local law |
| 61 | +- A regulatory authority with jurisdiction over the Receiving Party |
| 62 | + |
| 63 | +provided that the Receiving Party gives the Disclosing Party prompt written notice and cooperates in seeking a protective order. |
| 64 | + |
| 65 | +## 4. Term and termination |
| 66 | + |
| 67 | +| Provision | Duration | |
| 68 | +|---|---| |
| 69 | +| Agreement term | 2 years from the Effective Date | |
| 70 | +| Confidentiality obligations | 5 years from the date of each disclosure | |
| 71 | +| Return of materials | 30 days after termination | |
| 72 | + |
| 73 | +Either Party may terminate this Agreement at any time by providing 30 days' written notice to the other Party. Upon termination, the Receiving Party shall: |
| 74 | + |
| 75 | +1. Cease all use of Confidential Information |
| 76 | +2. Return or destroy all copies of Confidential Information in its possession |
| 77 | +3. Provide written certification of destruction within 30 days |
| 78 | + |
| 79 | +## 5. Remedies |
| 80 | + |
| 81 | +The Parties acknowledge that: |
| 82 | + |
| 83 | +- Monetary damages may be insufficient to remedy a breach of this Agreement |
| 84 | +- The Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity |
| 85 | +- The prevailing party in any legal action arising from this Agreement shall be entitled to recover reasonable attorneys' fees and costs |
| 86 | + |
| 87 | +## 6. General provisions |
| 88 | + |
| 89 | +### 6.1 Governing law |
| 90 | + |
| 91 | +This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. |
| 92 | + |
| 93 | +### 6.2 Entire agreement |
| 94 | + |
| 95 | +This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, and agreements. |
| 96 | + |
| 97 | +### 6.3 Amendment |
| 98 | + |
| 99 | +No modification of this Agreement shall be effective unless made in writing and signed by both Parties. |
| 100 | + |
| 101 | +### 6.4 Severability |
| 102 | + |
| 103 | +If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. |
| 104 | + |
| 105 | +--- |
| 106 | + |
| 107 | +**IN WITNESS WHEREOF**, the Parties have executed this Agreement as of the Effective Date. |
| 108 | + |
| 109 | +| | Meridian Dynamics Inc. | Orion Consulting Group LLC | |
| 110 | +|---|---|---| |
| 111 | +| Signature | _________________________ | _________________________ | |
| 112 | +| Name | Dr. Elena Vasquez | Marcus Chen | |
| 113 | +| Title | Chief Executive Officer | Managing Partner | |
| 114 | +| Date | January 15, 2026 | January 15, 2026 | |
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